The unvested portion of the Restricted Shares are subject to forfeiture.  Except as provided in this Agreement, in order to vest in and not forfeit Restricted Shares, the Participant must remain in Service until the applicable Restricted Shares Vesting Date (as such date may be accelerated pursuant to Section 8 below). Participant may not transfer (within the meaning described in Section 9) Restricted Shares (the “Restrictions”).