Except as provided otherwise in this Agreement and the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain ter minations in connection with a Change of Control), the Restricted Stock and Additional Shares shall vest as set forth on the Vesting Schedules in the Notice of Grant.  Grantee shall forfeit the unvested portion of the Restricted Stock and Additional Shares . If Grantee terminates Service prior to the Vesting Date on account of death, Disability, or termination by the Company other than for Cause, Grantee shall be entitled to retain a percentage of the Restricted Stock (the “Retained Shares” ) equal to the ra tio that the number of days of Service of Grantee during the Vesting Period bears to the total number of days in the Vesting Period.  The Retained Shares of Restricted Stock shall vest in accordance with the Vesting Schedules set forth in the Notice of Gra nt as though the Retained Shares were the number of shares of Restricted Stock set forth in the Notice of Grant and the remaining shares of Restricted Stock shall be forfeited upon Grantee’s termination of Service.  If Grantee terminates Service prior to t he Vesting Date as a result of termination by the Company for Cause or voluntary termination by Grantee, all shares of Restricted Stock and Additional Shares shall be forfeited upon Grantee’s termination of Service and Grantee shall have no right to receiv e any Additional Shares of Stock.