Subject to Section 5 hereof and Section 2 of the Notice, if prior to the Vesting Date (i) the Grantee has a Separation from Service or (ii) there occurs a material breach of the Notice or these Terms and Conditions by the Grantee, all rights of the Grantee to the Restricted Stock Units that have not vested in accordance with Section 3 as of the date of such termination shall terminate immediately and be forfeited in their entirety.