Subject to Section 7(b), if the Participant incurs a Termination due to Disability or Retirement, the Restricted Shares shall, to the extent not then vested or previously forfeited or cancelled, continue to vest as provided in the Grant Notice as if the Participant had continued Employment through the Vesting Date, subject to the Participant’s compliance with the restrictive covenants set forth in Section 6 and the Participant’s execution, delivery and non-revocation of a waiver and release of claims in favor of the Company and its Affiliates and Subsidiaries in a form prescribed by the Company on or prior to the 60 th day following the Termination Date. Upon the Vesting Date, the Forfeiture Restriction shall lapse, subject to the conditions set forth in this clause (c).