Subject to the terms of this Agreement, including but not limited to the satisfaction of the requirements in [Section 3], upon an Involuntary Termination of Employment during the term of this Agreement, Executive shall be entitled to receive the following payments and benefits:

Compensation Upon Termination. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) # any Base Salary earned through the Date of Termination; # unpaid expense reimbursements (subject to, and in accordance with [Section 2(d)] of this Agreement); # subject to [Section 3(b)(ii)(D)], unused vacation that accrued through the Date of Termination; and # any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (together, the “Accrued Benefit”) on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination.

COMPENSATION UPON TERMINATION. Upon termination of the Executive's employment within twelve (12) months following a Change in Control of the Corporation, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay to the Executive the following:

In the event that Employee’s employment with the Company terminates, the following provisions shall govern as applicable:

Except as set forth in [Section 2(e)] below, if the Grantee terminates employment on or before the first Vesting Date because of an Involuntary Termination, 33% of the Grantee’s Restricted Stock Units will automatically vest on the date of such termination of employment and the remaining unvested Restricted Stock Units shall be immediately forfeited. If the Grantee terminates employment during the Restriction Period and after the first Vesting Date because of an Involuntary Termination, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.

Involuntary Termination. If a Grantee’s employment terminates during the Award Period and the Company determines that employment was involuntarily terminated on or after the first anniversary of the first day of the Award Period, a pro rata portion (based on the number of completed months held during the Award Period prior to the date employment terminated) of this PSU Award will be distributed at such time as it would have been paid if employment had continued, based on actual performance during the Award Period as determined in accordance with [Section III]. The remainder will be forfeited on the date employment ends. The pro rata portion shall be determined by multiplying the Final Award by a fraction, the numerator of which is the number of completed months in the Award Period during which the Grantee was employed by the Company or JV, and the denominator of which is 36. An “involuntary termination” includes termination of employment by the Company as the result of a restructuring or job elimination, but excludes non-performance of duties and the reasons listed under paragraphs C through G of this section.

Involuntary Terminations without Cause Not Following a Change in Control. Notwithstanding [Section 3(a)], if a Participant is involuntarily terminated for a reason other than for Cause prior to the last day of the Performance Period, the Participant will earn, as of the date of termination from employment, except as otherwise provided below, a portion of the Participant’s Achieved Shares determined for the Participant at the end of the Measurement Period pursuant to [Section 2], if any, based on the number of complete months that the Participant was employed by the Company or an Affiliate during the Performance Period, divided by the total number of complete months in the Performance Period.

Involuntary Termination. If the Company terminates Executive’s employment other than for Disability or Cause, or if Executive terminates her employment for Good Reason, then, in lieu of any severance benefits to which Executive may otherwise be entitled under any Company severance plan or program, and subject to the remaining provisions of this [Section 9], Executive shall be entitled to a lump sum payment equal to Fifty Percent (50%) of Executive’s then-current Base Salary, less applicable tax withholding.

Involuntary Termination. For purposes of this Agreement, an Involuntary Termination of Employment shall be deemed to occur if:

Termination of Employment. Upon death, Disability or Retirement, all unvested SARs become fully exercisable for their remaining term. Upon termination due to voluntary termination or involuntary termination without Cause, SARs may be exercised for three months following termination, but only to the extent vested at the time of termination. Upon involuntary termination with Cause, unexercised SARs are forfeited.