If a Participant’s employment or service with the Company terminates as a result of Disability or death prior to the date on which the Matching RSUs granted under this Program have vested in full, then the Participant will vest in a prorated portion of the Participant’s outstanding Matching RSUs (rounded up to the nearest whole share) representing the portion of the full vesting period prior to such termination, and such Matching RSUs will be settled as provided in the award agreement.

If aUpon # the Participant’s employment or service withdeath; # the Company terminatesParticipant’s Termination of Service as a result of DisabilityTotal and Permanent Disability; or death# the Participant’s Qualifying Retirement, a pro rata portion of the unvested RSU Award shall automatically become vested and payable. Such pro-rata portion shall equal the number of shares of Common Stock that would have become vested pursuant to Section 1.a.(i) at the end of the then-current Vesting Year multiplied by a fraction, the numerator of which is the number of days during the then-current Vesting Year prior to the date onof such event, and the denominator of which is the Matching RSUs granted under this Program have vested in full, then the Participant will vest in a prorated portionnumber of the Participant’s outstanding Matching RSUs (rounded up to the nearest whole share) representing the portion of the full vesting period prior to such termination, and such Matching RSUs will be settled as provideddays in the award agreement.then-current Vesting Year.

IfExcept as Section 9.4 may otherwise provide in connection with a Change of Control, if the Participant’s employment or service with the Company terminates as a result offor any reason other than Disability or death prior to the date on which the Matching RSUs granted under this Program have vested in full, then the Participant will vestall rights in a prorated portion of the Participant’s outstandingand to any and all Matching RSUs (rounded upgranted pursuant to the nearest whole share) representing the portion of the full vesting period prior tothis Program that have not vested shall be forfeited upon such termination, and suchtermination. In addition, any Matching RSUs willgranted pursuant to this Program shall be settled as providedforfeited in the award agreement. following circumstances:

If a[Death or Disability; Certain Involuntary Terminations Without Cause. Notwithstanding anything to the contrary in this Agreement, # if the Participant’s employment terminates prior to the Vesting Date due to death or service withDisability, then the CompanyParticipant shall immediately and automatically vest in ​ of the Target RSUs [(regardless of the achievement of the Performance Goals)], and the remaining unvested portion of the RSUs shall be forfeited without consideration therefor and # if # the Participant’s employment terminates prior to the Vesting Date as a result of Disability or death prioran involuntary termination by the Company without Cause and # the Committee determines in its sole and absolute discretion that the Performance Goals have been achieved at a satisfactory level, then a number of the then-unvested RSUs determined by the Committee shall be deemed to have been earned and vested as of the date on which the Matching RSUs granted under this Program have vested in full, then the Participant will vest in a prorated portion of the Participant’s outstanding Matching RSUs (rounded up to the nearest whole share) representing the portion of the full vesting period prior to such termination, and such Matching RSUs will be settled as provided in the award agreement. determination.]

Termination of Employment Due to Death or Disability. If a Participant’the Grantee’s employment or service withis terminated by the Company terminates as a result of death or Disability (as defined in the Plan), any unvested portion of the grant that would have vested, either by the specified passage of time or death priorthe fulfillment of the performance criteria in accordance with [Schedule A], if applicable, with respect to the date onyear in which the Matching RSUs granted under this Programtermination occurred had the Grantee remained employed and any earlier year, and any unvested portion of the grant that would have vested in full, then the Participant will vestsubsequent year following termination had the Grantee remained employed, shall remain outstanding and all remaining unvested RSUs shall be immediately forfeited. A number of Shares equal to the number of unvested RSUs described in a prorated portionthe preceding sentence shall become vested and shall be transferred to the Grantee (or the Grantee’s surviving spouse or estate) in the manner provided in Section 2.1 upon attainment of the Participant’s outstanding Matching RSUs (rounded up tooriginal Vesting Date(s) (just as if the nearest whole share) representingGrantee had remained employed) and/or the portion of the full vesting period prior to such termination, and such Matching RSUs will be settled as provided in the award agreement.applicable performance criteria set forth on [Schedule A], if applicable.