S- I/A •fable of Contents respect of such exercise and the minimum statutory withholding that would have otherwise had to have been paid to the Company in relation with such exercise. Qualifying Termination. With lwpc ct to all outstanding awards wider our 2007 Equity Plan as of April 30, 2015. and to all awards made following such date and prior to this offering, our 2007 Equity Plan provides that a participant (other than a current or former Management Committee member, which includes our NEOs) may elect to have a "qualifying termination." As a result of such termination. subject to the terms and conditions set forth in our 2007 Equity Plan, any awards other than stock options then held by the participant that would otherwise have been forfeited will continue to vest and be earned and any stock options then held by the participant will continue to vest and be exercisable in accordance with the vesting schedule and terms set forth in the applicable grant agreement as if the participant remained actively employed by us or one of our affiliates. Any shares received upon the lapse of restrictions or exercise of such awards (the "QT Shares") will not be deemed earned. owned or freely exercisable by the participant unless and until the participant complies with all of the applicable restrictive covenants (as described below). If the participant fails to comply with or breaches of any such covenants, the participant will be tequila' to repay any amounts that the participant received on the sale of such sham (net of the amount, if any, paid for the shares) and will immediately forfeit all such shares still held by the participant. A "qualifying termination" means that an eligible participant voluntarily resigns at or after a time when the participant has attained a length of service with us or our affiliates of at least 10 years and a combined age and length of service with us or our affiliates of at least 70 years. no later than January 31, 2018, subject