Except as provided in this Agreement, shares of Restricted Stock are not transferable and are subject to a substantial risk of forfeiture until vested as set forth in Section 2(b).  The Grantee’s interest in the Restricted Stock shall become transferable and nonforfeitable as of the vesting dates provided in Section 2(b) (each, a “Vesting Date”), provided the Grantee is an employee of the Company or an affiliate of the Company on the Vesting Date and has been an employee throughout the period beginning on the Effective Date and ending on the applicable Vesting Date.