If a Participant incurs a Termination of Employment before the Account becomes 100% vested, the unvested portion of such Account shall not be forfeited merely because of a Termination of Employment before the relevant scheduled vesting date or dates, but shall continue to vest on the relevant scheduled vesting date or dates so long as the Participant does not engage in a Competitive Activity or a Soliciting Activity, as defined in Section 5.4, until such time; provided, however, that the unvested portion of such Account shall continue to vest on the relevant scheduled vesting date or dates regardless of whether Participant subsequently engages in a Competitive Activity or a Soliciting Activity if the Termination of Employment was by the Company (or any of its Affiliated Companies) and not for Cause.

If a Participant incurs a Termination of Employment before the Account becomes 100% vested, the unvested portion of such Account shall not be forfeited merely because of a Termination of Employment before the relevant scheduled vesting date or dates, but shall continue to vest on the relevant scheduled vesting date or dates so long as the Participant does not engage in a Competitive Activity or a Soliciting Activity, as defined in Section 5.4, until such time.

Notwithstanding anything to the contrary herein, in the case of an Account subject to the extended vesting rules of Section 5.3, if a Participant or Former Participant incurs a Termination of Employment before the relevant scheduled vesting date or dates, then for so long as the Participant or Former Participant does not engage in a Competitive Activity or a Soliciting Activity, such Account will continue to vest on the relevant scheduled vesting date or dates. If at any time before such Account vests, the Participant or Former Participant engages in a Competitive Activity or a Soliciting Activity, any unvested portion of such Account will be forfeited at that time.

If a Participant incurs, or gives notice of, a voluntary Termination of Employment, any scheduled vesting date or dates that otherwise would have occurred prior to the first anniversary of the date on which such voluntary Termination of Employment occurred shall be deferred until the first anniversary of the date on which such voluntary Termination of Employment occurred. Any prohibition from engaging in a Competitive Activity or a Soliciting Activity, as defined in Section 5.4, applicable to such Account shall continue to apply through such deferred vesting date. Any remaining portion of such Account that remains unvested after such first anniversary shall continue to vest on the originally scheduled vesting date or dates so long as the Participant does not engage in a Competitive Activity or a Soliciting Activity, as defined in Section 5.4, until such time.