The Grantee's interest in the Restricted Shares shall vest and become nonforfeitable as follows:  Except as otherwise provided herein or in the Plan, the Grantee's interest in the Restricted Shares shall vest upon the earlier of (a) the first anniversary of the Effective Date, or (b) the failure of the Grantee to be re-elected at an annual meeting of the stockholders of the Company as a result of being excluded from the nominations for any reason other than Cause.