Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant’s employment or consulting with the Company, the Partnership and their Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding Restricted Stock awarded the Participant, and any unpaid dividends credited to the Participant, shall be automatically forfeited on such termination.  The Committee may, in its discretion, waive in whole or in part such forfeitures with respect to a Participant’s Restricted Stock and dividends .