Accelerated Vesting. Notwithstanding the provisions of [Section 4] hereof, all of the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to [Section 4] hereof will become nonforfeitable and payable to Grantee pursuant to [Section 7] hereof earlier than the time provided in [Section 4] hereof upon the occurrence of a Change of Control, but only if such event also constitutes a “change in the ownership,” “change in effective control” and/or a “change in the ownership of a substantial portion of assets” of the Company, as those terms are defined under Treasury Regulations Section 1.409A-3(i)(5).

Notwithstanding the Grant Notice or the provisions of [Section 4] hereof, all of2.2(a)] and [Section 2.2(b)], in the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to [Section 4] hereof will become nonforfeitable and payable to Grantee pursuant to [Section 7] hereof earlier than the time provided in [Section 4] hereof upon the occurrenceevent of a Change in Control prior to the Vesting Date, the RSUs that are then unvested shall become vested as follows as of Control, but only if such event alsothe date of the Change of Control. For purposes of this Agreement, “Change in Control” shall mean a Change in Control (as defined under the Plan) that constitutes a “change in the ownership,” “changecontrol event” as defined in effective control” and/or a “change in the ownership of a substantial portion of assets” of the Company, as those terms are defined under Treasury RegulationsRegulation Section 1.409A-3(i)(5).