The Cash Award shall become vested on the second anniversary of the Grant Date, or, if earlier, the date of the Participant’s employment is terminated by the Company or its affiliate without Cause or due to Disability (as such term is defined in the Company’s long-term disability plan) or death (as applicable, the “ Vesting Date ”); provided; however , that the Participant remains continuously employed by the Company through the Vesting Date. Notwithstanding the foregoing, if (i) within the two-year period following the Grant Date a “ Change in Control ” (as such term is defined in the Company’s 2009 Equity Incentive Plan) occurs and (ii) within the one-year period following such Change in Control the Participant’s employment is terminated by the Company or its affiliate without Cause, then the Cash Award shall immediately vest as of the effective date of such termination of the Participant’s employment and such date shall be a Vesting Date. The Company shall pay the Cash Award to the Participant in a lump sum cash payment on the Vesting Date, less the amount of all federal, state and local taxes required to be withheld by the Company, as determined by the Company.