The RSUs shall become vested (but shall remain subject to Section 3 of this Agreement) pursuant to Sections 3.1 and 3.2 of the Guidelines, subject to the accelerated vesting provisions under Sections 3.3 and 3.4 of the Guidelines, on January 22, 2022, provided that the Participant has not had a Termination from the Grant Date until the vesting date, and provided further that notwithstanding anything herein, in the Plan, or in the Guidelines to the contrary, in the event that the Participant experiences a Termination due (i) death, (ii) Disability, (iii) termination by the Company without Cause, or (iv) resignation by the Participant for Good Reason (as defined in the employment agreement by and between the Participant and the Company), 100% of the RSUs that are unvested at the time of such Termination, shall become immediately vested.