Provided that the RSUs have not previously been forfeited pursuant to Section 4 above, in the event of a Change in Control, any then-unvested RSUs shall become immediately vested on the effective date of the termination of Participant’s Continuous Service if, within twenty-four (24) months following a Change in Control, Participant’s Continuous Service is terminated by (i) the Company or a Subsidiary without Cause or (ii) Participant for Good Reason.