Upon termination of the Participant’s service with the Company and its Affiliates, the RSUs then held by the Participant, other than any Vested Units, shall terminate immediately; provided , that if the Participant’s service to the Company and its Affiliates is terminated at any time prior to December 31 st of the third year following the year in which the Date of Grant occurs (i) by reason of the Participant’s “ Disability ” or death, (ii) by the Company without “ Cause ” or (iii) by the Participant for “ Good Reason ” (each, as defined in the Employment Agreement, as in effect on the Date of Grant), one hundred percent (100%) of the RSUs shall become Vested Units immediately upon the occurrence of such termination.