The parties agree that a breach by the Recipient of any of the provisions of Section 5(a) would cause irreparable damage to the Company.  Therefore, in consideration of the grant of this Restricted Stock Award Agreement and notwithstanding any other provisions of this Agreement or the Plan, if the Board finds by a majority vote after full consideration of the facts that the Recipient, before or after termination of his or employment with or service to the Company or an Affiliate for any reason violated the provisions of Section 5(a) , the Recipient shall forfeit all vested or unvested shares of Restricted Stock granted hereunder to the Company and, to the extent the Recipient has disposed of such shares, will pay to the Company the aggregate amount of any proceeds realized by the Recipient upon such disposition.  The decision of the Board as to the extent of the Recipient’s breach of the provisions of Section 5(a)   shall be final.  No decision of the Board, however, shall affect the finality of the discharge of the Recipient by the Company or an Affiliate in any manner.