Vesting. Subject to the provisions of Section 2 below, each RSU Award granted hereunder shall vest with respect to one-third of the RSUs (disregarding fractional RSUs) on May 15 of each of the three consecutive calendar years following the year in which such Award is granted; provided, however, that if an Award is granted between the Annual Meeting and December 31 pursuant to Section 1(b)(i), the first vesting shall occur on May 15 of the second calendar year following the year in which such Award is granted. Shares issued upon vesting will be registered in the Eligible Director’s name in book-entry form. RSUs that do not vest into Shares will be forfeited.

Annual RSUs. Each award of Annual RSUs shall vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next annual meeting of the Company’s stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director continuing in service as a Non-Employee Director through such vesting date.

Vesting. The Award shall vest in installments over a three (3) year period, commencing on the Grant Date, at the rate of 25% effective on the first and second anniversaries of the Grant Date and 50% on the third anniversary of the Grant Date; provided that you have not incurred a Termination of Directorship (as defined below) prior to the applicable vesting date. Notwithstanding the foregoing, the Award shall become fully vested prior to your Termination of Directorship upon # your death or # a Change in Control. The date that an RSU becomes vested shall be referred to herein as the “Vesting Date”.

Vesting. Subject to Sections 3 and 4 below, the RSUs will vest as follows: # one-third will vest on the first anniversary of the Grant Date, # one-third will vest on the second anniversary of the Grant Date, and # one-third will vest on the third anniversary of the Grant Date (each one-year period, a “Vesting Period”).

Vesting. The Award shall vest in full on the one-year anniversary of the Grant Date; provided that you have not incurred a Termination of Directorship (as defined below) prior to the such vesting date. Notwithstanding the foregoing, the Award shall become fully vested prior to your Termination of Directorship upon # your death or # a Change in Control. Each applicable date that an RSU becomes vested shall be referred to herein as the “Vesting Date”.

Vesting. In accordance with Sections 3 and 4 below, the RSUs will vest as follows: # one-third will vest on the first anniversary of the Grant Date, # one-third will vest on the second anniversary of the Grant Date, and # one-third will vest on the third anniversary of the Grant Date (the “Vesting Period”).

Vesting Date. Except as otherwise provided in the Terms and Conditions, the RSUs will vest on the later of (a) one year from the grant date; or (b) on the date of the next Annual Shareholders’ Meeting of the Company that occurs after the Grant Date (“Vesting Date”).

Each RSU shall vest at the time that is immediately prior to the earliest to occur of the following: # the first (1st) anniversary of the date of grant; # solely for Program Awards granted immediately following an annual meeting of stockholders of the Company under clause 3(ii) above, the day immediately preceding the date of the annual meeting (if any) of stockholders next following the date of grant; # the death of the Eligible Director while serving on the Board; # the resignation of the Eligible Director from the Board for reasons of permanent disability (as determined by the Committee).

Vesting; Forfeiture. Except as otherwise provided in this Agreement, the RSUs awarded to a Participant shall vest on the date of the Company’s next annual meeting of stockholders after the date hereof (or the date that is at 50 weeks after the immediately preceding year’s annual meeting, if later) (the “Vesting Date”). If Participant ceases to be a director prior to the Vesting Date, the director shall forfeit the RSUs awarded under this Agreement unless # the Participant dies (in which case the RSUs shall immediately vest), or # the Governance Committee of the Board of Directors in its sole discretion decides to vest in whole or in part the RSUs awarded to the Participant. If the Participant is removed as a director at any time for cause in accordance with the Company’s bylaws, the director shall forfeit the RSUs awarded under this Agreement. An acceleration of vesting shall accelerate the Vesting Date and the payment date accordingly (subject to any applicable deferral election described in Section 6).