Shares of Common Stock that are not earned as of the last day of the Measurement Period shall be forfeited. Except as specifically provided in Sections 2 and 3, shares of Common Stock that are not earned and vested and nonforfeitable on or before the date that the Participant’s employment with the Company and its Affiliates ends shall be forfeited on the date the Participant’s employment with the Company and its Affiliates ends.