Subject to Sections 3(b) and 3(c) below, one share of Common Stock will, upon Vesting, be issuable for each Unit subject to the Award (“Shares”). Unless Grantee has elected to defer issuance of all or a portion of the Shares pursuant to a timely deferral election on a form provided by the Company (a “Deferral Election Form”) (in which case the Deferral Election Form will control the timing of issuance of any deferred Shares), immediately after Vesting, or as soon as administratively feasible, the Company will transfer the appropriate number of Shares to Grantee after satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining after the Award is fully vested will be discarded and will not be converted into a fractional Share. Notwithstanding the foregoing, unless Grantee has elected to defer issuance of all or a portion of the Shares pursuant to a timely Deferral Election Form (in which case the Deferral Election Form will control the timing of issuance of any deferred Shares), the relevant number of Shares will be issued no later than sixty (60) days following vesting. Effective upon the consummation of a Corporate Transaction, the Award will terminate unless it is Assumed in connection with the Corporate Transaction.