In the event Grantee ceases to be a Non-Employee Director due to death or Disability, all Restricted Stock held by such Grantee shall vest immediately on the date of such Grantee’s death or Disability.

If such termination is due to death or Disability, all Restricted Stock held by such Grantee shall vest immediately on the date of such Grantee’s death or Disability.

In the event Grantee ceases to be a Non-Employee Director due to death or Disability, all Restricted Stockany Performance Grant held by such Grantee shall vest immediately on the date of such Grantee’s death or Disability.

In the event Grantee ceases to be a Non-Employee Director due to death or Disability, all Restricted Stock Appreciation Rights held by such Grantee shall vest immediately on the date of such Grantee’s death or Disability and all such Stock Appreciation Rights shall be exercised within one (1) year of the date of death or Disability.

In the eventevent, prior to the Vesting Date, # Grantee ceases to be a Non-Employee Director due to deathdies while actively employed by the Company, or # Grantee has his or her employment terminated by reason of Disability, allany Restricted Stock held by such Grantee shall vest immediately onbecome fully vested and nonforfeitable as of the date of such Grantee’s death or Disability. The Company shall transfer the Shares of Restricted Stock, free and clear of any restrictions imposed by this Agreement (except for restrictions set forth in [Section (b)(iv)]) to Grantee (or, in the event of death, his or her surviving spouse or, if none, to his or her estate) as soon as practical after his or her date of death or termination for Disability.

In the event Grantee ceases to be a Non-Employee Director due to death or Disability, allRetirement, the Restricted Stock held byGrant to such Grantee shall terminate, accelerate or continue to vest immediately onas to all Shares covered by such Grant as determined by the date ofCommittee and set forth in the Grant Agreement evidencing such Grantee’s death or Disability.Grant.

Vesting Upon Death or Disability. Notwithstanding [Sections 4(a) and 4(b)])] above, if prior to the event Grantee ceases to be a Non-Employee Director due todate on which the Restricted Stock vest, Grantee’s service terminates by reason of Grantee’s death or Disability, allthe unvested Restricted Stock held by such Grantee shall vest immediately onbecome fully vested and non-forfeitable as of the date of such Grantee’s death or Disability.

In the event Grantee ceases to be a Non-Employee Director due to death or Disability, all Restricted StockOptions held by such Grantee shall vest immediately on the date of such Grantee’s death or Disability and all such Options shall be exercised within one (1) year of the date of death or Disability.

In the event Grantee ceases to beof termination of employment (or termination of service as a Non-Employee Director due to deathDirector) as a result of death, Disability or Disability,Retirement of a Grantee, all restrictions upon Restricted Stock held byUnits awarded to such Grantee shall vestthereupon immediately lapse, provided, however, that the Committee or Board shall have the authority to grant Awards of Restricted Stock Units the restrictions on which do not lapse in the dateevent of the termination of employment or service as a result of the death, Disability or Retirement of a Grantee by including such Grantee’s death or Disability.provision in the Agreement evidencing such Award.

In the event Grantee ceases to beof termination of employment (or termination of service as a Non-Employee Director due to deathDirector) as a result of death, Disability or Disability,Retirement of a Grantee, all restrictions upon Shares of Restricted Stock held byawarded to such Grantee shall vestthereupon immediately lapse, provided, however, that the Committee or Board shall have the authority to grant Awards the restrictions on which do not lapse in the dateevent of the termination of employment or service as a result of the death, Disability or Retirement of a Grantee by including such Grantee’s death or Disability.provision in the Agreement evidencing such Award.