Vesting Schedule. Except as provided in [Section 5], and subject to [Section 6], the Shares subject to this Award will vest in accordance with the vesting provisions set forth in the Notice of Grant of Restricted Stock Award and Exhibit A. Shares subject to this Award scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this RSA Agreement and Exhibit A, unless Participant has continuously satisfied the Service Condition from the Grant Date until the date such vesting occurs.

Vesting: The number of Shares subject to this Award that will vest (if any) will be determined based upon the achievement of the performance-based vesting and other conditions set forth in Exhibit A (attached) and the provisions of this RSA Agreement. The actual number of Shares subject to this Award that vest, if any, may be lower than the Total Number of Shares set forth above depending on the extent to which the vesting criteria for this Award are satisfied.