Delivery of Shares; Forfeiture. As promptly as practicable following the Performance Vesting Date or any other earlier vesting date provided under Section 2(b) above, the Company shall cause to be delivered to the Participant such Shares underlying any non-forfeited, vested Performance RSUs as soon as practicable after they are earned and vested as provided in this Agreement (but in no event later than 2 ½ months after the last day of the calendar year in which such Performance RSUs became so earned and vested).

Target Shares Awarded; Adjustments. The target number of Shares awarded under this Agreement is ​ Shares. The actual number of Shares that will be issued upon attainment of one or more of the Performance Objectives shall be determined as follows after the end of the Performance Period:

Restrictions on Awarded Shares. The Participant shall not be permitted to sell, transfer, offer, pledge, hypothecate, loan, margin, assign, gift or otherwise encumber or dispose of, either voluntarily or involuntarily, or to enter into any contract, option, right, warrant or other arrangement or understanding with respect to the foregoing any of the Non-Vested Shares until such shares become Vested Shares in accordance with Section 3. The Committee may in its sole discretion, remove any or all of such restrictions (or any other restrictions contained herein) on any Awarded Shares whenever it may determine that, by reason of changes in applicable law or changes in circumstances after the date of this Agreement, such action is appropriate.

If the Participant has engaged in Forfeiture Activities and has not transferred any of the Awarded Shares, then the Participant shall forfeit all of the Awarded Shares;

Adjustment to Number of Awarded Shares. The number of Awarded Shares shall be subject to adjustment in accordance with Articles 11-13 of the Plan.

If the Participant has engaged in Forfeiture Activities and has transferred all of the Awarded Shares, then the Participant shall pay to the Company an amount equal to the gross proceeds received in respect of such transferred Awarded Shares; or

Forfeiture of Awarded Shares. Notwithstanding anything herein to the contrary, Awarded Shares shall be forfeited and shall cease to be outstanding as set forth below:

Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s Termination of Service; provided, however, if # such Termination of Service results from the Participant’s resignation from the Board concurrently with the next annual meeting of stockholders occurring prior to the Vesting Date, # such annual meeting of stockholders is held not more than thirty (30) days prior to the Vesting Date, and # the Participant continues to serve on the Board through the date of such annual meeting of stockholders, then the Awarded Shares shall not be forfeited on such Termination of Service and shall vest on the Vesting Date as if the Participant were continuing to provide services through the Vesting Date. Upon any forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.

Restrictions on Awarded Shares. The Participant shall not be permitted to sell, transfer, pledge, hypothecate, margin, assign or otherwise encumber any of the Awarded Shares until such shares have vested in accordance with Section 3. The Committee may in its sole discretion, remove any or all of the restrictions on such Awarded Shares whenever it may determine that, by reason of changes in applicable law or changes in circumstances after the date of this Agreement, such action is appropriate.

Adjustment to Number of Awarded Shares. The number of Awarded Shares shall be subject to adjustment in accordance with Articles 11-13 of the Plan.