In the event of a Change in Control and the termination by the Company (or a successor company as a result of the Change in Control) of the Grantee’s position as a director of the Company (or a successor company as a result of the Change in Control) other than for Cause within the Change in Control Period, any restrictions on the Restricted Shares shall expire on such date of termination of the Grantee’s position as a director of the Company and the Restricted Shares shall become fully and freely transferrable (provided, that such transfer is otherwise in accordance with applicable law) and non-forfeitable.