Subject to Sections 3 and 4 below, during the Participant’s Employment, the Award, unless earlier terminated, shall become vested as to one-third (1/3rd) of the total number of shares of Stock subject to the Award on each of the first, second and third anniversaries of the Grant Date, with the number of shares of Stock that vest on any such date being rounded down to the nearest whole share and the Award becoming fully vested on the third anniversary of the Grant Date. Notwithstanding the foregoing, subject to Sections 3 and 4 below, shares of Stock subject to the Award shall not vest on any vesting date unless the Participant has remained in continuous Employment through the applicable vesting date.