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.

VESTING. The Restricted Stock Units covered by this Agreement shall vest subject to the Vesting Schedule and Criteria set forth in the Certificate. Upon the occurrence of a Change in Control, the Restricted Stock may become 100% vested as provided in the Plan. If the Grantee ceases Active Status for any other reason, the unvested Restricted Stock Units shall be forfeited immediately unless the Board or Committee, in their sole and absolute discretion, determines otherwise.

Change in Control. Notwithstanding the foregoing provisions of this Agreement, in the event that a Change in Control (as defined below) occurs prior to a Vesting Date, all unvested Restricted Stock Units then outstanding (and not previously forfeited) shall immediately vest, and Participant shall be entitled to receive a payment of all corresponding Shares of Common Stock. Such payment shall be made promptly following the date of the Change in Control. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events:

Change in Control. All restrictions imposed on the Restricted Stock Units shall expire automatically and the Restricted Stock Units granted hereby shall be deemed fully vested upon a Change in Control, as such term is defined in the Plan, and the Distributed Shares related thereto shall be outstanding at the effective time of such Change in Control.