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. 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”.

Each Annual RSU Award shall become fully vested, subject to the applicable Non-Employee Director’s continued service as a director, on the earliest of the 12-month anniversary of the date of grant, the next annual meeting of stockholders following the date of grant or the consummation of a Change in Control (as defined in the Plan).

Vesting. This Award shall vest in installments over a five (5) year period, commencing on the Grant Date, at the rate of 20% effective on each of the first, second, third, fourth and fifth anniversaries 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. Each anniversary date that a share of Restricted Stock becomes vested shall be referred to herein as the “Vesting Date”.

earlier of # the first anniversary of the date of grant and # the date of the next annual meeting of stockholders. In addition, the vesting of all RSU Awards will accelerate in full upon a Change in Control (as defined in the Plan) or immediately prior to the effectiveness of a Nonemployee Director’s resignation or removal (and contingent upon the effectiveness of a Change in Control) in the event that the Nonemployee Director is required to resign his or her position as a Nonemployee Director as a condition of the Change in Control or the Nonemployee Director is removed from his or her position as a Nonemployee Director in connection with the Change in Control. Vesting will cease upon the termination of the Nonemployee Director’s service as a member of the Board and any RSUs subject to such RSU Award that are unvested on the date of such termination will be automatically forfeited by such Nonemployee Director on such 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. 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; 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).

Vesting and Settlement. The RSUs will vest 100% on the first anniversary of the Grant Date (the “Vesting Date”) subject to your continuous service as a non-employee director of the Board from the Grant Date through the Vesting Date, provided that the RSUs will accelerate and vest in full upon your death or disability (as defined under Section 409A(a)(2)(C)(ii) of the Code) prior to the Vesting Date. Unless You elect to defer settlement pursuant to the “Deferral of RSUs” Section below (the “Deferral Election”), any such vested RSUs will be settled in Shares (or in cash and Shares in accordance with any Cash Election) as soon as practicable, but no later than 60 days, following the vesting of such RSUs. All unvested RSUs shall be immediately cancelled without payment upon Your termination of service as a non-employee director of the Board for any other reason prior to the Vesting Date. Upon settlement, You will recognize ordinary income and taxes will be due.