Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: one hundred percent (100%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the TEV Threshold, provided that, such date occurs on or before the sixth (6 th ) anniversary of the Date of Grant, and provided further that the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.