If Participant remains employed by the Company and the performance measure set forth on Exhibit A (the “Performance Measure”) is met, the RSUs and the right to the Shares shall vest on the third anniversary of the Grant Date (the “Vesting Date”). If the Performance Measure has not been achieved on or prior to the Vesting Date or the Participant is not employed by the Company on the Vesting Date, the RSUs shall be forfeited as of the Vesting Date, and no amount shall be payable under this Agreement.