The Committee has caused the Company to set aside a sufficient number of shares of Common Stock for issuance to Grantee hereunder, assuming the maximum number of Vested Shares issuable hereunder, based on Performance, will be issued on the Vesting Date. Any such reserved shares that do not vest in accordance with the terms of this Agreement shall be automatically forfeited and returned to the status of authorized but unissued shares under the Plan. If the status of Grantee as an Employee under the Plan shall terminate for any reason other than as contemplated in clauses a, b, c and d of the definition of Vesting Date or otherwise as agreed in writing between the Company and Grantee, the then-unvested portion of the Award shall immediately terminate and be forfeited by Grantee without the payment of any consideration by the Company, and neither Grantee nor any of Grantee’s successors, heirs, assigns or legal representatives shall thereafter have any further rights or interest in the Award or underlying shares or other benefits so forfeited or any certificates evidencing the same.