(ii) except as otherwise provided in Section 3(e), if your employment is terminated by the Company without Cause (and other than due to your disability) prior to the vesting of the RSUs, and the Performance Goal has previously been achieved or is achieved during the twelve-month period following such termination, you shall, on the later of the date of such termination and the date of such Performance Goal achievement, vest in a number of RSUs equal to the product of (x) the total number of RSUs and (y) a fraction, the numerator of which is the number of days from the Grant Date through the date of termination of your employment (but in no event more than 1096) and the denominator of which is 1096.
(e) Change of Control. Upon a Change of Control that occurs prior to the fifth anniversary of the Grant Date while you remain employed by the Company, all RSUs shall be deemed earned and shall vest in full immediately. Upon a Change of Control that occurs prior to the fifth anniversary of the Grant Date and after your termination of employment by the Company without Cause (and other than due to your disability), all RSUs that remain outstanding and unvested at the time of the Change of Control will be forfeited immediately.
(f) Settlement of RSU Award. On the Settlement Date, the Company shall deliver to you or your legal representative either (i) one Share or (ii) a cash payment equal to the Fair Market Value determined as of the Settlement Date of one Share, in each case, for each RSU that has been deemed earned and vested in accordance with the terms of this Award Agreement; provided, that the Company shall have sole discretion to determine whether to settle such RSUs in Shares, cash or a combination thereof.
SECTION 4. Forfeiture of RSUs. If you (a) breach any restrictive covenant (which, for the avoidance of doubt, includes any non-compete, non-solicit, non-disparagement or confidentiality provisions) contained in any arrangements with the Company (including your Employment Agreement and the confidentiality covenant contained in Section 10(c) hereof) to which you are subject or (b) engage in fraud or willful misconduct that contributes materially to any financial restatement or material loss to the Company or any of its Subsidiaries, your rights with respect to the RSUs shall immediately terminate, and you shall be entitled to no further payments or benefits with respect thereto and, if the RSUs are vested and/or settled, the Company may require you to forfeit or remit to the Company any amount payable, or the after-tax net amount paid or received by you, in respect of any RSUs; provided, however, that (i) the Company shall make such demand that you forfeit or remit any such amount no later than six months after learning of the conduct described in this Section 4 and (ii) in cases where cure is possible, you shall first be provided a 15-day cure period to cease, and to cure, such conduct.
SECTION 5. No Rights as a Stockholder. You shall not have any rights or privileges of a stockholder with respect to the RSUs subject to this Award Agreement unless and until certificates representing Shares are actually issued and delivered to you or your legal representative in settlement of this Award.