Except as may otherwise be provided herein, subject to Participant’s continued employment, the Restricted Stock shall vest and become nonforfeitable upon the later of (i) the third anniversary of the Date of Grant (the “ Service Condition ”) and (ii) the Stock Price (as defined in Section 2(b) below) of a Share equaling or exceeding [___] per Share (“ Stock Price Goal ”) prior to the fifth anniversary of the Date of Grant (the “ Performance Condition ”).