If, within twelve (12) months following the date of a Change in Control (as defined in the Plan), the Grantee’s employment or service with the Company or its Affiliates is terminated without Cause (as defined below) by the Company or is terminated for Good Reason (as defined below) by the Grantee, then the Restricted Stock Units will fully vest and be settled with shares of Common Stock or, in the Committee’s discretion, be cancelled in exchange for payment of the same consideration to be received by stockholders of the Company for shares of Common Stock in the Change in Control transaction.