If the Participant ceases to provide services as an employee of the Company and its Affiliates # due to death or Disability, or # on or after the one year anniversary of the Award Date as a result of Retirement, the Participant shall vest in the Performance RSUs to the extent provided in Exhibit A.

If the Participant ceases to be employed by the Company or a Related Company either # by reason of the Participant’s Full Retirement on or after the last business day prior to July 1, 2024 and on or before March 1, 2027, or # due to the Participant’s death or Disability (as defined below) on or before March 1, 2027, then: # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 5(a).

If the Participant ceases to be employed by the Company or a Related Company either # by reason of the Participant’s Full Retirement after June 30, 2022 and on or before March 1, 2025, or # due to the Participant’s death or Disability (as defined below) on or before March 1, 2025, then: # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 4(a).

If the Participant ceases to be employed by the Company or a Related Company either # by reason of the Participant’s Full Retirement on or after the last business day prior to July 1, 2023 and on or before March 1, 2026, or # due to the Participant’s death or Disability (as defined below) on or before March 1, 2026, then: # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 5(a).

If the Participant Retires after June 30, 2021 and on or before March 1, 2024, or ceases to be employed by the Company or a Related Company due to the Participant’s death or Disability (as defined below) on or before March 1, 2024: # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 4(a).