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; 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.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 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 datesthen for so long as the Participant or Former 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 shallwill continue to vest on the relevant scheduled vesting date or dates regardless of whetherdates. If at any time before such Account vests, the Participant subsequentlyor Former Participant engages in a Competitive Activity or a Soliciting Activity if the TerminationActivity, any unvested portion of Employment was by the Company (or any of its Affiliated Companies) and not for Cause.such Account will be forfeited at that time.

If a Participant incursincurs, 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 beforeoccurred 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 becomes 100% vested, the unvestedshall continue to apply through such deferred vesting date. Any remaining portion of such Account shall not be forfeited merely because of a Termination of Employment before the relevant scheduled vesting date or dates, butthat remains unvested after such first anniversary shall continue to vest on the relevantoriginally 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.time.