The Shares shall become fully vested on the first anniversary of the Grant Date, subject to the Recipient continuing Service as a member of the Board. If a Director’s Service as a member of the Board terminates other than for death or Disability (“ Termination ”), all of the Shares that have not vested as of the date of Termination (any such shares, “Unvested Shares”) will be forfeited. The foregoing notwithstanding, in the event of the Recipient’s death or Disability or a Change in Control of the Company during Recipient’s Service as a member of the Board, all Unvested Shares shall become immediately vested and no longer subject to restrictions on Transfer hereunder.