Except as otherwise provided in the terms of an Award Agreement, upon termination of a Participant’s employment or service with the Company or its Affiliates or membership on the Board during the applicable Restricted Period, all unvested Options, Phantom Shares, and Restricted Shares shall be forfeited by the Participant; provided , however , that if the reason for the termination is the Participant’s death or Disability, all Options awarded to the Participant shall become exercisable and all Phantom Shares and Restricted Shares shall vest automatically. The Board may, in its discretion, waive in whole or in part any forfeiture.