(b) If Participant is promoted to a non-MEP eligible position with the Company prior to the applicable Vesting Date, the Restricted Shares shall vest on the specified Vesting Date, provided that Participant is still in Service with the Company on such date and Participant achieves a satisfactory performance rating in Participant’s new position.
(c) If Participant accepts an offer of demotion to a non-MEP eligible position prior to the applicable Vesting Date, the Restricted Shares shall be cancelled effective as of the date of such demotion.
(d) In the event Participant takes a leave of absence from employment with the Company, the Restricted Shares shall vest in accordance with the provisions regarding Leaves of Absence set forth in Participant’s MEP Program.
(e) In the event that a Change in Control occurs and all or any portion of this Award not continued, converted assumed or replaced, then, pursuant to Plan Section 12(a), this Award (or such portion thereof that is not continued, converted, assumed or replaced) shall become fully vested and, if applicable, exercisable, and all risk of forfeiture, repurchase and other restrictions shall lapse, in each case as of immediately before such Change in Control.
(f) In the event that a Change in Control occurs and (i) the acquiring entity assumes, continues or replaces some or all of this Award, and (ii) within eighteen (18) months thereafter Participant incurs a termination of Service without Cause, then Participant shall thereupon be fully vested in such continued, assumed or substituted Award (or portion thereof). This Section 7(f) is expressly intended to, and shall, supersede and override the accelerated vesting provisions set forth in the final sentence of Section 12(b) of the Plan.
(g) The number of Restricted Shares subject to the Award shall be subject to adjustment pursuant to Section 11 of the Plan.
Section 8. Restrictions on Transfer.
(a) Prior to the time that the Restrictions have lapsed with respect to Restricted Shares, neither the Restricted Shares, nor any interest therein, nor amount payable in respect thereof may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered (collectively, a “Transfer”) in any way, either voluntarily or involuntarily. The Transfer restrictions in the preceding sentence shall not apply to: (i) transfers to the Company; (ii) transfers by will or the laws of descent and distribution; or (iii) transfers pursuant to a QDRO. Upon and after the time any Restrictions shall have lapsed, Participant shall be permitted to transfer the Shares as to which the Restrictions have lapsed subject to applicable securities law requirements, the Company’s Special Trading Policy and Procedures, and any other applicable laws or regulations.
(b) Any attempted Transfer of the Restricted Shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Restricted Shares, except pursuant to a QDRO, shall be null and void and without effect.
Section 9. Award Subject to Clawback Policy. In accordance with Section 13(d) of the Plan, the Company may (i) cause the cancellation of all or any portion of this Award, (ii)