Subject to Section 4, the Restricted Stock shall vest, and have the forfeiture restrictions applicable thereto lapse, in three (3) substantially equal installments on each of the first three (3) anniversaries of the Date of Grant (each, a “ Vesting Date ”), subject to the Participant’s continued employment with the Company or any of its Affiliates on each Vesting Date; provided , however , that in the event that the Participant’s employment with the Company is terminated by the Company without Cause [or by the Participant for Good Reason (as defined below)] prior to a Vesting Date, then, notwithstanding anything herein to the contrary, the Participant shall become vested in the portion of the Restricted Stock that would otherwise have become vested on the next applicable Vesting Date, if any, following such termination.