If Participant ceases to be an employee of the Company or any Subsidiary (as defined in the Plan) prior to vesting of the Shares pursuant to Section 2 or Section 4 hereof, all of Participant's rights to all of the unvested Shares shall be immediately and irrevocably forfeited, except that (i) if Participant ceases to be an employee by reason of death prior to the vesting of Shares under Section 2 hereof, or (ii) if Participant ceases to be an employee by reason of Disability (as defined in the Plan) prior to the vesting of Shares under Section 2 hereof, or (iii) if Participant ceases to be an employee by reason of Retirement (as defined in the Plan) prior to the vesting of Shares under Section 2 hereof, all Shares granted hereunder shall vest as of such termination of employment. Further, in the event of a Change in Control (as defined in the Plan) of the Company, any Shares that are not vested shall become fully vested immediately prior to the Change in Control.  Upon forfeiture, Participant will no longer have any rights relating to the unvested Shares, including the right to vote the Shares and the right to receive dividends declared on the Shares.