Upon your termination of service as a Director of the Company or, if later, the date of your “separation from service” with the Company as defined in Section 1.409A-1(h) of the U.S. Treasury regulations  (“Separation  from Service”), Shares will be delivered to you (or, in the event of your death, to your beneficiary under the Plan) in the form of an electronic book-entry registration of a number of Shares equal to the number of vested Deferred Units, provided that you have not elected to have them delivered to you at an earlier date pursuant to paragraph 2(b). Until delivery of such Shares, you may not sell, transfer, assign or pledge the Shares subject to your Deferred Unit award.