If such termination is due to Retirement, all Stock Appreciation Rights held by such Grantee shall continue to vest in accordance with the terms of the Grant and all such Stock Appreciation Rights shall be exercised on the earlier of the expiration of the Term of such Stock Appreciation Rights or # with respect to Stock Appreciation Rights unvested at the time of Retirement, prior to that date that is three (3) years from the date of vesting; and # with respect to Stock Appreciation Rights vested at the time of Retirement, prior to that date that is three (3) years from the date of Retirement.

If such termination is due to Retirement,death or Disability, all Stock Appreciation Rights held by such Grantee shall continue to vest in accordance withimmediately on the termsdate of the Grantsuch Grantee’s death or Disability and all such Stock Appreciation Rights shall be exercised on the earlierwithin one (1) year of the expiration of the Term of such Stock Appreciation Rights or # with respect to Stock Appreciation Rights unvested at the time of Retirement, prior to that date that is three (3) years from the date of vesting; and # with respect to Stock Appreciation Rights vested at the time of Retirement, prior to that date that is three (3) years from the date of Retirement.death or Disability.

If such termination is due toTermination by Reason of Retirement. Except as otherwise provided in the applicable award agreement, if a Participant’s employment or provision of services terminates by reason of Retirement, allany Stock Appreciation RightsRight held by such Grantee shall continueParticipant, to vest in accordance with the termsextent it was exercisable at the time of the Grant and all such Stock Appreciation Rights shalltermination, may thereafter be exercised onby the earlierParticipant for a period of six months from the date of such termination of employment or provision of services or until the expiration of the Termstated term of such Stock Appreciation Rights or # with respect toRight, whichever period is shorter and any Stock Appreciation Rights unvested at the time of Retirement, prior to that dateRight that is three (3) years fromunvested or unexercisable at the date of vesting; and # with respect to Stock Appreciation Rights vested at the time of Retirement, prior to that date that is three (3) years from the date of Retirement.termination shall thereupon terminate.