The Employee shall have no vested right in the Performance-Based Cash Award unless the requirements of Section 3 have been met. Such achievement shall be construed by all parties as a condition related to the purpose of the compensation for purposes of Section 409A of the Code. Provided that such requirements have been met, and that the Employee is employed by the Company as of the Fiscal Year Date, vesting shall occur as of the day following the Fiscal Year Date. If, prior to the Fiscal Year Date, the Employee voluntarily leaves employment with the Company other than for Good Reason or is terminated by the Company for Cause, the Employee shall forfeit the entirety of the Performance-Based Cash Award otherwise payable hereunder.