Death or Disability. If an Eligible Director’s term of service as a director is terminated by reason of death or permanent and total disability or, if following termination or Retirement as a director, a former director dies while continuing to have rights under any RSU Awards, upon such death or termination by reason of permanent and total disability, any such RSUs shall immediately vest and be settled in Shares.

If an Eligible Director’s term of service as a director is terminated byterminates for any reason other than as a result of death ordeath, permanent and total disability or, ifor Retirement, all RSUs held by such Eligible Director that remain subject to restrictions shall be forfeited and transferred back to the Company on the date of such termination; provided, however, that any RSUs that remain subject to restrictions but that would have vested on May 15 following such Eligible Director’s termination or Retirementshall vest pro rata on the date of termination based upon that portion of the year between annual vesting dates in which the termination occurred during which such Eligible Director served as a director, a former director dies while continuing to have rights under any RSU Awards, upon such death or termination by reason of permanent and total disability, any such RSUs shall immediately vest and be settled in Shares.director.

Effect of Death or Disability. If an Eligible Director’Recipient’s term of service as a director is terminated by reasonof the Company terminates because of death or permanent and totalphysical disability or, if following termination or Retirement as a director, a former director dies while continuing to have rights under any RSU Awards, upon such death or termination by reason(within the meaning of permanent and total disability, any suchSection 22(e)(3) of the Internal Revenue Code of 1986 (the “Code”)), all of the RSUs shall immediately vest and be settled in Shares.vest.

Retirement. If an Eligible Director’s term of service as a director is terminated by reason of deathretirement on or permanent and total disability or, if following termination or Retirementafter normal retirement age for a director as a director, a former director dies while continuing to have rights underset forth in the Company’s Corporate Governance Guidelines (“Retirement”), any RSU Awards, uponAward held by such death or termination by reasonEligible Director shall continue to vest in the same manner as if such Eligible Director’s term of permanent and total disability, any such RSUs shall immediately vest and be settled in Shares.service had not terminated.