Upon a Change in Control that occurs while Employee is employed by the Company or its subsidiaries, the RSUs shall, subject to Section 18 of the Plan, continue to vest based on Employee’s continued employment with the Company (including any successor to the Company resulting from the Change in Control) and its subsidiaries in accordance with the vesting schedule set forth in Section 2 and all other terms and conditions of this Agreement; provided, however, that if, on or within two (2) years after the date of the Change in Control and prior to when the RSUs have been settled in full, the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its subsidiaries is terminated by the Company or any of its subsidiaries without Cause, or as a result of the Employee’s death or Disability or pursuant to Section 3(a) above, then any unvested RSUs (and any related Dividend Equivalents) shall automatically vest in full as of the Employment Termination Date and shall be settled on or as soon as administratively practicable (but, subject to Section 18 below, in no event later than 2.5 months) after the Employment Termination Date.