Subject to Section 5 above and the terms of the Plan, the Grantee shall vest in all rights to the Phantom Shares and any rights of the Company to such Phantom Shares shall lapse on the earlier of (i) the dates set forth below; (ii) termination by the Company without Cause; (iii) the death or Disability of the Grantee; (iv) Termination for Good Reason; or (v) Retirement.