Subject to Sections 3, 4 and 6 below, Participant’s interest in the Restricted Stock Units will become nonforfeitable (“Vested”) as follows: thirty-three and one-third percent (33 1/3%) of the Restricted Stock Units shall become Vested as of each of the first, second and third anniversaries of the Award Date (with each such date, a “Vesting Date”), so long as Participant remains in continuous service as a Director through the applicable Vesting Date. The period beginning on the Award Date and ending on the final Vesting Date shall be the “Restriction Period.” Any Restricted Stock Units that become Vested pursuant to this Section 2 shall be settled as specified in Section 5(b)(i) hereof.