Vesting Upon Termination. If a Grantee’s service with the Company terminates before the Restricted Stock vest, unless otherwise determined by the Committee, a pro-rata portion of the Award Amount will become vested and non-forfeitable, and the remainder of the Award Amount will be forfeited and automatically canceled. The pro-rata portion of the Award Amount that may vest pursuant to this Section 4(b) will be the amount equal to that number of Restricted Stock (rounded to the nearest whole number) calculated based on the ratio of # the number of days of service provided by Grantee during the period of service to which the Restricted Stock relate, to # the total number of days in the period of service to which the Restricted Stock relate.

Vesting Upon Termination. If aThe foregoing vesting schedule notwithstanding, if the Grantee’s service withContinuous Service terminates for any reason at any time before all of his or her Restricted Stock has vested, the Grantee’s unvested Restricted Stock shall be automatically forfeited upon such termination of Continuous Service and neither the Company terminates beforenor any Affiliate shall have any further obligations to the Restricted Stock vest, unless otherwiseGrantee under this Award[cliff vesting -; provided, however, that notwithstanding the foregoing, if the Grantee ceases employment by reason of death, Disability, or normal or early retirement (as determined byin the Committee,discretion of the Committee), a pro-rataprorated portion of the Award Amountunvested Restricted Stock will become vested and non-forfeitable, andvest based on the remaindernumber of months from the first day of the month of the Award Amount will be forfeited and automatically canceled. The pro-rata portion of the Award Amount that may vest pursuant to this Section 4(b) will be the amount equal to that number of Restricted Stock (roundedDate to the nearest whole number) calculated based on the ratio of # the number of days of service providedtermination date, divided by Grantee during the period of service to which the Restricted Stock relate, to # the total number of days inmonths from the periodAward Date to the end of service to which the Restricted Stock relate.Period].

Vesting Upon Termination. If aThe foregoing vesting schedule notwithstanding, if the Grantee’s service withContinuous Service terminates for any reason at any time before all of his or her Restricted Stock has vested, the Grantee’s unvested Restricted Stock shall be automatically forfeited upon such termination of Continuous Service and neither the Company terminates before the Restricted Stock vest, unless otherwise determined by the Committee, a pro-rata portion of the Award Amount will become vested and non-forfeitable, and the remainder of the Award Amount will be forfeited and automatically canceled. The pro-rata portion of the Award Amount that may vest pursuant to this Section 4(b) will be the amount equal to that number of Restricted Stock (roundednor any Affiliate shall have any further obligations to the nearest whole number) calculated based on the ratio of # the number of days of service provided by Grantee during the period of service to which the Restricted Stock relate, to # the total number of days in the period of service to which the Restricted Stock relate.under this Award.