If, within 24 months of the effective date of a Change in Control, the Participant's employment is terminated by the Employer without Cause or if the Participant resigns employment for Good Reason, the RSUs immediately shall vest in full and the vested RSUs shall be settled in accordance with Section 5 of this Agreement. In addition, in the event of a Change in Control in which the RSUs are not assumed, continued, or substituted by the surviving corporation, such RSUs shall immediately vest in full as of the effective date of such Change in Control and the vested RSUs shall be settled in accordance with Section 5 of this Agreement.