Payment. Subject to the terms of this Agreement and the Plan, you shall receive one share of Common Stock with respect to each vested RSU subject to the Award within thirty (30) days of your Termination of Directorship (such date of settlement, the “Settlement Date”). For purposes of this Agreement, “Termination of Directorship” means, subject to [Section 17.13] of the Plan, that you have ceased to be a director of the Company; provided, that in the event that you become an Eligible Employee or a Consultant upon your ceasing to be a director, a Termination of Directorship shall not be deemed to have occurred until such time as you have “separated from service” as defined in Section 409A of the Code.