Except as may otherwise be provided herein, s ubject to Participant’s continued employment, the Restricted Stock shall vest and become nonforfeitable upon the later of (i) the third anniversary of the Date of Grant (the “ Service Condition ”) and (ii) the Stock Price (as defined in Section 2(b) below) of a Share equaling or exceeding [___] per Share (“ Stock Price Goal ”)   prior to the fifth anniversary of the Date of Grant (the “ Performance Condition ”) .