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, 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.

Death or Disability. Notwithstanding any provision herein to the contrary, if the Participant incurs a Termination prior to the vesting date set forth in Section 3(a) as a result of death or Disability (as defined below), then the RSUs will become fully vested upon the date of death or such Disability. For purposes of this Agreement, “Disability” shall mean the Participant becoming disabled within the meaning of the Company’s long-term disability plan applicable to the Participant.

Vesting Upon Disability or Death. If Participant’s employment is terminated by reason of Participant’s death or Disability, then the number of RSUs that would have vested during the twelve months following such termination had Participant remained continuously employed through the end of such twelve-month period shall vest on the date of such termination. For purposes of this Award Agreement, “Disability” shall mean the inability of Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of Participant’s position with the Company or an Affiliate of the Company because of the sickness or injury of the individual, or as may be otherwise defined under applicable local laws.

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.

“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.