Except in the event of a Change in Control covered by Section 4 herein, it shall be a condition to the vesting of Restricted Units and the payment of Shares or cash following the expiration of the Restriction Period that the Performance Condition shall have been satisfied and that the Employee shall have remained continuously in the employ of the Corporation for a minimum of one year from the grant date (the “Minimum Vesting Period”), and in the event that either the Performance Condition or the Minimum Vesting Period is not satisfied, the Award and any Restricted Units or right to payment of Shares or cash shall be immediately forfeited as of the earlier of the end of the Performance Period in the case of the Performance Condition not having been satisfied or the Employee’s termination of employment with the Corporation in the case of the Minimum Vesting Period not having been satisfied. Except in the event of the death or permanent disability (as determined by the Corporation) of the Employee covered in Section 3(b) herein or a Change in Control covered in Section 4 herein or as otherwise provided in the Award Notice, if the Employee ceases to be an employee of the Corporation following satisfaction of the Minimum Vesting Period but prior to the expiration of the Restriction Period:

If the Employee ceases to be an employee of the Corporation following satisfaction of the Minimum Vesting Period but prior to the expiration of the Restriction Period due to death or permanent disability (as determined by the Corporation), then, subject to the Performance Condition having been or becoming satisfied, the Employee’s heirs or beneficiaries or the Employee, as applicable, shall be fully vested in, and entitled to receive a payout in respect of, the total number of Restricted Units subject to the Award.