The Award shall vest in installments over a three (3) year period, commencing on the Grant Date, at the rate of 25% effective on the first and second anniversaries of the Grant Date and 50% on the third anniversary of the Grant Date; provided that you have not incurred a Termination of Directorship (as defined below) prior to the applicable vesting date. Notwithstanding the foregoing, the Award shall become fully vested prior to your Termination of Directorship upon (i) your death or (ii) a Change in Control. The date that an RSU becomes vested shall be referred to herein as the “ Vesting Date ”.