Value Creation Plan. Any of Mr. Pershing's ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ghts or Indexed Rights under the Value Creation Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iii) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and fully vested to the full extent of the original grant. Notwithstanding anything in the Value Creation Plan to the contrary, Share Value with respect to any Appreciation Rights or Indexed Rights held by Mr. Pershing following his Termin▇▇▇▇▇ ▇▇▇▇ shall be no less than the Share Value as of the date of the Change in Control of Southern or SEI, as the case may be. In addition, notwithstanding any provision in this Agreement to the contrary, Mr. Pershing's rights and benefit▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ms of the Value Creation Plan will not be prejudiced by execution of this Agreement.
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Value Creation Plan. Any of Mr. PershingMs. Fuller's Appreciati▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ghts or ▇ Indexed Rights under the Value Creation Plan (the defined terms of which are incorporated in this Paragraph 2.(d)(iii) by reference) which are outstanding as of the Termination Date and which are not then exercisable and vested, shall become fully exercisable and fully vested to the full extent of the original grant. Notwithstanding anything in the Value Creation Plan to the contrary, Share Value with respect to any Appreciation Rights or Indexed Rights held by Mr. Pershing Ms. Fuller following his her Termin▇▇▇▇▇ ▇▇▇▇ shall be no less than the Share Value as of the date of the Change in Control of Southern or SEI, as the case may be. In addition, notwithstanding any provision in this Agreement to the contrary, Mr. PershingMs. Fuller's rights and benefit▇ ▇benefits u▇▇▇▇ ▇▇▇ ▇▇▇ms of the Value Creation Plan will not be prejudiced by execution of this Agreement.
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