If, within twelve (12) months following the date of a Change in Control (as defined in the Plan), the Grantee’s employment or service with the Company or its Affiliates is terminated without Cause (as defined below) by the Company or is terminated for Good Reason (as defined below) by the Grantee, then the shares of Restricted Stock will fully vest and the restrictions imposed upon the Restricted Stock by Section 2 will be immediately deemed to have lapsed.