CIC Qualified Termination. If Participant experiences a CIC Qualified Termination (as defined in the Severance Agreement) prior to the Vesting Date of a Grant Tranche, then the number of Shares allocated to such Grant Tranche that are Eligible Shares and that will vest as of immediately prior to the Change in Control will be determined pursuant to Section 5 of this Exhibit B as if Participant had remained employed by the Company through the date of the Change in Control, subject to Participant satisfying the conditions set forth in Section 5 of the Severance Agreement. For the avoidance of doubt, notwithstanding anything in the Severance Agreement to the contrary, the equity vesting benefits under Sections 3(b)(iv) of the Severance Agreement will not apply to any of the Shares subject to the Award.
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Sources: Restricted Stock Award Agreement (Dropbox, Inc.), Restricted Stock Award Agreement (Dropbox, Inc.)