Vesting will occur only if the Employee has been continuously employed by the Company or an Affiliate from the Grant Date through the end of the Performance Period and the Committee certifies that the Performance Goal(s) have been satisfied. If the Employee has a Termination of Service on or prior to the last day of the Performance Period due to Retirement, Disability or death, the Employee shall be treated for purposes of this Agreement as having been continuously employed by the Company or by one of its Affiliates through the last day of the Performance Period. The number of Shares that vest and become exercisable may range from zero to the Potential Maximum. The Committee in its sole discretion shall determine and certify to what extent the Performance Goals have been achieved and the number of Shares, if any, that will vest and become exercisable based on such achievement.