Accelerated Vesting. The Restricted Stock Units shall fully vest upon a Change of Control or upon the death of the Participant, subject to the Participant’s continued Service through such date.

Change of Control. Notwithstanding anything in this Agreement to the contrary, upon a Change of Control where the Restricted Stock Units are assumed, continued or substituted by the acquiring/surviving corporation, in the event of the Participant's involuntary termination of continuous Service without Cause within 12 months of the effective date of the Change of Control, all unvested Restricted Stock Units shall become vested as of the date of the Participant's involuntary termination of continuous Service without Cause. In the event of a Change of Control in which the Restricted Stock Units are not assumed, continued, or substituted by the acquiring/surviving corporation, all unvested Restricted Stock Units shall immediately vest in full as of the effective date of such Change of Control and the vested Restricted Stock Units shall be settled in accordance with Section 3 of this Agreement.

Change in Control. In the event of a Change in Control, all Restricted Stock Units which have not vested on the date of such Change in Control shall immediately vest.

In the event of a Change in Control prior to the last Vesting Date pursuant to which the Restricted Stock Units are not effectively assumed or continued by the surviving or acquiring corporation in such Change in Control (with appropriate adjustments to the number and kind of shares, in each case, that preserve the material terms and conditions of the outstanding Restricted Stock Units as in effect immediately prior to the Change in Control), the Restricted Stock Units shall be 100% vested immediately prior to such Change in Control and the Participant shall receive in full settlement for such Restricted Stock Units shares of Stock or other property with a Fair Market Value equal to the value of such Stock and the date of the Change in Control shall be treated as the Vesting Date for purposes of this Agreement.

Change in Control. The foregoing notwithstanding, in the event of a Change in Control prior to the date the Restricted Stock Units vest, all unvested Restricted Stock Units granted hereunder shall be accelerated and immediately vest.

“b. Accelerated Vesting Upon Certain Events or Change of Control. If the Participant incurs a “separation from service,” as defined in Section 409A of the Code and Treas. Reg. [Section 1.409A-1(h)])] from the Company and its Affiliates (a “Separation from Service”) as a result of the Participant’s death or the Participant becoming “permanently and totally disabled” (within the meaning of Code [Section 22(e)(3)]), all Restricted Stock Units unvested as of such date shall become fully and immediately vested. In the event of a Change of Control that constitutes a “change in control event” within the meaning of Code [Section 409A], then 100% of the Restricted Stock Units shall vest in full immediately prior to the consummation of such Change of Control, provided that the Participant has remained a member of the Board from the date hereof through to the consummation of such Change of Control.

In addition, in the event of a Change in Control prior to the vesting date (or event) and provided Participant has not undergone a Termination prior to such Change in Control, such Participant shall fully vest in such Participant’s Restricted Stock Units to the extent not then vested or previously forfeited or cancelled.

Effect of Change in Control on Restricted Stock Units. In the event of a Change in Control, all Restricted Stock Units shall become fully vested immediately prior to the Change in Control if the Participant is then a Director, an Employee or a Consultant. For purposes of this Agreement, “Change in Control” shall have the same meaning set forth in [Section 11.3] of the Plan, except that it shall also include the occurrence of any other event that the Board determines by an approved resolution constitutes a Change in Control.

[Accelerated Vesting in Certain Circumstances. In the event that prior to the final vesting date and during a Potential Change in Control Protection Period or Change in Control Protection Period, # the Company terminates a Participant without Good Cause (other than due to death or disability) or # the Participant resigns following an Adverse Change in Control Effect, the Participant shall become immediately vested in any Restricted Stock Units then remaining unvested (if any).]

Notwithstanding the foregoing, the vesting of the Restricted Stock Units shall accelerate in full effective immediately prior to the consummation of a Change in Control, subject to Participant’s Continuous Service as a Non-Employee Director through such time.