Subject to Section 2.2(a) above, the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share, except in the case of the final vesting event). In addition, in the event that the Participant incurs a Termination of Service by the Company without Cause, by the Participant for Good Reason, as a result of the Company’s non-extension of the Employment Term or upon his death or Disability (each, as defined in the Participant’s Amended and Restated Employment Agreement with the Company dated as of July     , 2017 (the “ Employment Agreement ”) and, with respect to the definition of Disability, notwithstanding the definition contained in the Plan), the Award shall thereupon vest in full, and the Restrictions shall lapse, with respect to 100% of the Shares.