Death, Disability, Retirement. In the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of death, permanent disability (as determined under the Company’s Long Term Disability Plan), termination of employment after attaining age 65 (other than for “Cause”), or termination of employment after both attaining age 55 and completing at least 5 years of service (other than for “Cause”), the Employee (or in the case of the Employee's death, the Employee's estate or designated beneficiary) shall become vested in a number of Stock Units equal to the product of # the total number of Stock Units in which the Employee would have become vested upon the Stock Unit Expiration Date had the Employee's employment not terminated, and # a fraction, the numerator of which shall be the number of full calendar months between the Stock Unit Commencement Date and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Stock Unit Commencement Date to the Stock Unit Expiration Date; provided such number of Stock Units so vested shall be reduced by the number of Stock Units that had previously become vested. In the event the Employee is terminated for “Cause” all unpaid awards shall be forfeited. “Cause” shall mean a termination of the Employee’s employment

Death, Retirement or Disability. Executive’s employment and the Employment Period shall terminate automatically upon Executive’s death or Retirement. For purposes of this Agreement, “Retirement” shall mean Executive’s voluntary resignation of employment on or after attaining age fifty-five (55) with at least ten (10) years of service. If the Committee determines in good faith that the Disability of Executive has occurred (pursuant to the definition of Disability set forth in this § 7(a)), the Company may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the thirty (30) days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean the inability of Executive, as determined by the Committee, to substantially perform the essential functions of his regular duties and responsibilities with or without reasonable accommodation, due to a medically determinable physical or mental illness or other disability which has lasted (or can reasonably be expected to last) for a substantially continuous period of at least six (6) consecutive months.

Death, Disability or Retirement. Upon the Date of Termination due to Executive’s death, Disability or Retirement, the Company shall pay to Executive the Accrued Obligations in a lump sum in cash within thirty (30) days after the Date of Termination (and with respect to the payments and benefits described in [clauses (i) through (iv) of this § 8(d)] with respect to Executive’s Retirement, only if Executive executes (and does not revoke) a Release within sixty (60) days of the Date of Termination); and

Notwithstanding the foregoing, if a Participant’s employment terminates as a result of the Participant’s death, Disability or Retirement during a Plan Year after having attained at least three (3) full months of participation in the Plan during such Plan Year, the Participant, or the Participant’s beneficiary in the case of the Participant’s death, may, in the sole discretion of the Executive Team (or, in the case of a Participant who is an Executive Officer or Additional Person, in the discretion of the O&C Committee), be entitled to receive payment of a partial Award, prorated for the number of months that the individual was a Participant during the Plan Year in which such death, Disability or Retirement takes place. For purposes of applying this proration, a month shall include each month during which the individual was employed by the Company on the 15th day of such month prior to the individual’s death, Disability or Retirement, as the case may be. Any such Award shall be paid at the same time and in the same form that all other Awards are paid for such Plan Year. The decisions of the Executive Team (or, in the case of a Participant who is an Executive Officer or Additional Person, the decisions of the O&C Committee) with respect to such Awards shall be final and binding on all parties. For purposes of this provision, a Participant’s beneficiary shall be his/her surviving spouse or, if he/she has no surviving spouse, his/her estate.

. The Performance-Based Restricted Stock Units are not subject to accelerated vesting upon termination of employment or service by reason of death, Disability or Approved Retirement.

Retirement, Death. If Recipient’s employment in an LTIP-eligible position terminates by reason of Recipient’s # retirement on or after age 62, # retirement on or after age 55 with 15 years of service (with years of service determined under the terms of the Company’s defined benefit plan) or # death, then all Restricted Shares held by the Grantee shall become fully vested, notwithstanding the provisions of Section 3(a) hereof, provided, however, that in case of Section 3(b)(i) and/or 3(b)(ii) no such vesting shall occur if a Recipient’s employment in an LTIP-eligible position

Disability; Death. If Executive’s employment with the Company is terminated due to Executive becoming Disabled or Executive’s death, then Executive or Executive’s estate (as the case may be) will # receive the earned but unpaid base salary through the date of termination of employment, # receive all accrued vacation, expense reimbursements and any other benefits due to Executive through the date of termination of employment in accordance with Company-provided or paid plans, policies and arrangements, and # not be entitled to any other compensation or benefits from the Company except to the extent required by law (for example, COBRA).

Disability; Death. If the Company terminates the Employee’s employment as a result of the Employee’s Disability, or the Employee’s employment terminates due to the Employee’s death, then the Employee will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.

Retirement and Death. In the event of your Retirement (as that term is defined in the Plan; however, if you have become Retirement eligible but remain employed, some or all of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Company prior to the end of the Restricted Period, you, or your estate or legal heirs, as applicable, shall be deemed vested and entitled to settlement (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total number of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan, and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be entitled to the proportionate vesting described in this Section 2(c) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory to the Company; if you fail to execute or revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Please visit “Mybms” and click on the tab “RSU Pro-Rata Illustration” for a discussion on determining the proportionate number of your RSUs to become vested and non-forfeitable upon your Retirement or death. RSUs that become vested and non-forfeitable under this Section 2(c) shall be distributed in accordance with Section 2(b) (i.e., within 60 days of the date of your death or Retirement, subject to the [[Unknown Identifier]] Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and prior to the delivery of shares in settlement of RSUs (not previously forfeited), shares in settlement of your RSUs shall be delivered to your estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any other rights provided hereunder in the event of your death.

Full Retirement, Early Retirement, Involuntary Termination Without Cause or Termination Due to Death or Disability.