If Grantee incurs a Termination of Service as the result of Grantee's Disability, Normal Retirement or Early Retirement, then any Restricted Shares that have not Vested prior to such Termination of Service but would have been Vested in the ninety (90) day period after the effective date of such Termination of Service shall become Vested.  The remainder shall be forfeited to the Company without payment of any consideration or amount to Grantee or any other Person in connection with such forfeiture.  Grantee may continue to hold any Restricted Shares that have Vested prior to termination subject to the terms of this Agreement.