Common use of Due to a Change in Control Clause in Contracts

Due to a Change in Control. If your membership on the Board terminates during the two-year period following a Change in Control of the Company prior to the Vesting Date, all forfeiture restrictions on the Restricted Stock Units awarded hereunder shall lapse as of the date of termination of your Board membership and all shares of Company common stock represented by the Restricted Stock Units shall be distributed to you as soon as administratively practicable following the effective date of termination of your Board membership, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 12.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.