Accelerated Vesting. Notwithstanding the foregoing, the Grantee’s RSUs shall become fully vested on the occurrence of a Change of Control. In addition, in the event that the Grantee undergoes a termination of service as a result of such Grantee’s death or Disability prior to the applicable vesting date (or event), the RSUs shall become fully vested on the date of such termination.

Accelerated Vesting. In the event of a Change in Control or Participant’s death or Termination of Service by reason of Participant’s Disability, Participant will vest in all of the RSUs immediately prior to such Change in Control or upon Participant's, death or termination due to, Disability. For purposes of this Agreement, “Disability” means an illness or other incapacitation which the Board determines is not a [Section 409A] Disability, but precludes Participant from fully discharging his or her responsibilities as a member of the Board. For purposes of this Agreement, “[Section 409A] Disability” means a disability as defined in Treasury Regulation Section 1.409A-3(i)(4)(i).

Accelerated Vesting. Notwithstanding the foregoing, each Initial RSU Grant, Annual RSU Grant, and Prorated Annual RSU Grant will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s Continuous Service through the date of such Change in Control.

Vesting Upon Change in Control. The Grantee shall become 100% vested in all unvested RSUs at the Target level of performance if the Grantee’s employment with the Company (or a Subsidiary or Affiliate of the Company) is Involuntarily Terminated without Cause by the Company (or a Subsidiary or Affiliate of the Company) or by the Grantee for “Good Reason”, and further provided that such termination of employment occurred within six (6) months before or twenty-four (24) months after a Change in Control.

Effect of a Change of Control. In the event of a Change of Control prior to any Vesting Date, any outstanding RSUs shall be treated in accordance with Section 8 of the Plan. Furthermore, if, during the two‑year period immediately following a Change of Control, your employment is terminated by the Company or any of its Subsidiaries without Cause or you terminate your employment for Good Reason, then any outstanding RSUs shall immediately vest as of the date of such termination and such date shall be deemed to be the Vesting Date.

Termination of Service/Change in Control. Upon the Employee’s termination of service, whether it be voluntary or involuntary, the RSUs as to which restrictions have not lapsed upon the date and time of Employee’s termination of Service, for a reason other than Employee’s death, Disability or following a Change in Control as specified in Section 9 of the Plan, shall terminate and thereupon revert to the Company automatically and without charge to the Company, Such RSUs shall hereafter be available for grant under the Plan. In the event of a termination of Service as a result of Employee’s death, Disability or following a Change in Control as specified in Section 9 of the Plan, the RSUs shall be vested as scheduled, if and to the extent the performance goals for this Award are achieved. For purposes of clarity and notwithstanding the foregoing, in the event of a Change in Control, the provisions of Section 9 of the Plan shall control the vesting of the Award.

Vesting Upon Disability or Death. The Grantee shall become 100% vested in all Earned RSUs on the Vesting Date if the Grantee’s employment terminates due to one of the following events: # the Grantee’s death or # the Grantee’s Separation from Service due to Disability.

Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, the RSUs shall immediately become fully vested upon # the termination of the Director’s service relationship with the Company or an Affiliate due to the Director’s disability or death, # the termination of the Director’s service relationship with the Company by the Company without cause, and # a Change in Control, in each case so long as the Director continuously provides services to the Company or an Affiliate, as applicable, from the Date of Grant through such event.

If the Participant’s employment terminates due to death or Disability, or if on or within two years after a Change in Control, the Participant’s employment is terminated by the Company without Cause, RSUs not previously vested shall immediately become vested.