Each Restricted Stock Unit represents the unsecured right to receive, subject to vesting and the terms hereof, one share of Stock.  Subject to the Participant’s separation from service with the Corporation or any Affiliate (the “ Corporation Group ”) for any reason set forth in Section D(2) of this Award Agreement, one hundred percent (100%) of the Restricted Stock Units shall vest on the earlier of (i) the first anniversary of the Grant Date or (ii) the date of the Sonic Corp. annual shareholders’ meeting in the following year (“ Vesting Date ”).