Vesting Upon Change in Control. The Grantee shall become 100% vested in all unvested RSUs at the Target level of performance if the Grantee’s employment with the Company (or a Subsidiary or Affiliate of the Company) is Involuntarily Terminated without Cause by the Company (or a Subsidiary or Affiliate of the Company) or by the Grantee for “Good Reason”, and further provided that such termination of employment occurred within six (6) months before or twenty-four (24) months after a Change in Control.

Vesting; Change in Control. All vesting is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to this Director Compensation Policy will become fully vested immediately prior to the closing of such Change in Control.

Vesting; Change in Control. All vesting is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to this policy will become fully vested immediately prior to the closing of such Change in Control.

Vesting Upon Change in Control. The Grantee shall become 100% vested in all unvested RSUs at the Target level of performance if the Grantee’s employment with the Company (or a Subsidiary or Affiliate of the Company) is Involuntarily Terminated without Cause by the Company (or a Subsidiary or Affiliate of the Company) or by the Grantee for “Good Reason”, and further provided that such termination of employment occurred within six (6) months before or twenty-four (24) months after a Change in Control.

A “Vesting Change in Control” for purposes of accelerated vesting under [Section 7.01(c)] means the occurrence of any of the following events:

Should Participant’s Service terminate by reason of his or her Retirement, death or Permanent Disability prior to the final vesting date set forth in Paragraph 1, then Participant shall immediately vest in an additional number of Shares (if any) equal to the number of Shares that were scheduled to be vested on the next applicable vesting date had Participant continued in Service through such next applicable vesting date, multiplied by a fraction, the numerator of which is the number of days of Service Participant completed between the prior applicable vesting date (or the Award Date, if applicable) and date of termination of Participant’s Service, and the denominator of which is the total number of days from such prior applicable vesting date (or Award Date, if applicable) to such next applicable vesting date.

Vesting Upon Change in Control. Notwithstanding the provisions of Sections 1, 2 and 3(b), in the event of either:

Vesting; Change in Control. All vesting is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to this policy will become fully vested immediately prior to the closing of such Change in Control.

Vesting Upon Change in Control. Notwithstanding the provisions of Sections 1, 2 and 3(b), in the event of either:

Vesting; Change in Control. All vesting is subject to the Non-Employee Director’s “Continuous Service” (as defined in the Plan) on each applicable vesting date. Notwithstanding the foregoing vesting schedules, for each Non-Employee Director who remains in Continuous Service with the Company until immediately prior to the closing of a “Change in Control” (as defined in the Plan), the shares subject to his or her then-outstanding equity awards that were granted pursuant to this policy will become fully vested immediately prior to the closing of such Change in Control.