Termination Due to Death or Disability. Unless otherwise provided in the Agreement, in the event a Participant's employment or service is terminated because of death or Disability, all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remaining Period of Restriction applicable to Restricted Stock and/or Restricted Stock Units shall automatically terminate, and the achievement or satisfaction of any Performance Goals applicable to unvested Awards during any Performance Period shall be adjusted through the date of termination as determined by the Committee.

Termination Due toby Death or Disability. UnlessExcept as otherwise provided in the Agreement, in the eventapplicable stock appreciation rights agreement, if a Participant'Participant’s employment or service is terminated becauseprovision of services terminates by reason of death or Disability, all Options and/orany Stock Appreciation Rights that are not already vested or exercisableRight held by such Participant shall be automaticallyfully vested upon such death or termination of employment or provision of services and exercisable, any remaining Periodmay thereafter be exercised for a period of Restriction applicable to Restricted Stock and/or Restricted Stock Units shall automatically terminate, and the achievement or satisfaction of any Performance Goals applicable to unvested Awards during any Performance Period shall be adjusted throughone year from the date of termination as determined bysuch death, Disability or until the Committee.expiration of the stated term of such Stock Appreciation Right, whichever period is shorter.

Termination Due to Death or Disability. Unless otherwise provided in the Agreement, inIn the event a Participant's employment orthe service of the Participant to the Board is terminated becauseby reason of death or Disability, all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remainingthe Period of Restriction applicable to Restricted Stock and/orthe Restricted Stock Units shall automatically terminate, andterminate (that is, the achievement or satisfaction of any Performance Goals applicable to unvested Awards during any Performance PeriodRestricted Stock Units shall be adjusted through the date of termination as determined by the Committee.“vest”) upon such Separation from Service.

Termination of Employment Due to Death or Disability. Unless otherwise provided in the Agreement, inIn the event aof the Participant's employment or service is terminated becauseTermination of Employment by reason of death or Disability, all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remaining Periodrestrictions imposed on outstanding Shares of Restriction applicable to Restricted Stock and/orheld by the Participant shall immediately lapse and the Restricted Stock Units shall automatically terminate, and the achievement or satisfactionimmediately become fully vested as of any Performance Goals applicable to unvested Awards during any Performance Period shall be adjusted through the date of termination as determined by the Committee.Termination of Employment.

Termination Due to Death or Disability. Unless otherwise provided inNotwithstanding Section 3(a), if a Participant terminates employment with the Agreement, inCompany and the event a Participant'Related Companies prior to the last day of the Restricted Period due to the Participant’s employment or service is terminated because of death or Disability, then all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remaining Period of Restriction applicable to Restricted Stock and/orthe Restricted Stock Units shall automatically terminate, andsubject to the achievement or satisfactionParticipant’s Award will become fully vested as of any Performance Goals applicable to unvested Awards during any Performance Period shall be adjusted through the date of termination as determined by the Committee.such termination.

Termination Due to Death or Disability. Unless otherwise providedNotwithstanding the vesting schedule set forth in the Agreement,Paragraph 3, in the event a Participant'of the Participant’s employment or service is terminatedSeparation from Service because of death or Disability, all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remainingDisability during the Period of Restriction, the Period of Restriction applicable to Restricted Stock and/orthe remaining unvested Restricted Stock Units shall automatically terminate, andterminate (that is, the achievement or satisfactionunvested Restricted Stock Units shall “vest”) as of any Performance Goals applicable to unvested Awards during any Performance Period shall be adjusted through the date of termination as determined bysuch Separation from Service, which date shall be the Committee.“Vesting Date” for the purposes of settlement of the Award.

Except as otherwise provided by the Committee, upon a Participant's Termination Dueof Employment due to Death or Disability. Unless otherwise provided in the Agreement, in the event a Participant's employmentDisability or service is terminated because of deathupon becoming or Disability, all Options and/being Retirement eligible, his or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remaining Period of Restriction applicable to Restricted Stock and/orher Restricted Stock Units shall automatically terminate,will vest, and in the achievement or satisfactioncase of any Performance Goals applicable to unvested Awards during any Performance Period shallDeath, will pay out promptly, and in other cases, will pay out at the scheduled distribution date. If the Participant dies after Termination of Employment, vested Restricted Stock Units will be adjusted through the date of termination as determined by the Committee.promptly paid out.

Termination Due toby Death or Disability. Unless otherwise provided inIf the Agreement, in the event a Participant'Grantee's employment or service is terminated becauseby the Company terminates by reason of death or Disability, all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remaining Period of Restriction applicable to Restricted Stock and/orDisability (as defined in the Plan), the Restricted Stock Units granted hereunder shall automatically terminate, and the achievement or satisfaction of any Performance Goals applicable to unvested Awards during any Performance Period shall be adjusted through the date of termination as determined by the Committee.immediately vest.

Termination Due toby Death or Disability. UnlessExcept as otherwise provided in the Agreement, in the event a Participant'applicable award agreement, if an Optionee’s employment or service is terminated becauseprovision of services terminates by reason of death or Disability, all Options and/orany Stock Appreciation Rights that are not already vested or exercisableOption held by such Optionee shall be automaticallyfully vested upon such death or termination of employment or provision of services and exercisable, any remaining Periodmay thereafter be exercised for a period of Restriction applicable to Restricted Stock and/or Restricted Stock Units shall automatically terminate, and the achievement or satisfaction of any Performance Goals applicable to unvested Awards during any Performance Period shall be adjusted throughone year from the date of termination as determined bysuch death, Disability or until the Committee.expiration of the stated term of such Stock Option, whichever period is shorter.

Termination Due to Death or Disability. Unless otherwise provided in the Agreement, inIn the event a Participant'of Participant’s employment or service is terminatedSeparation from Service because of death or Disability, all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remainingDisability during the Period of Restriction, the Period of Restriction applicable to Restricted Stock and/orthe Restricted Stock Units shall automatically terminate, andterminate (that is, the achievement or satisfaction of any Performance Goals applicable to unvested Awards during any Performance PeriodRestricted Stock Units shall be adjusted through the date of termination as determined by the Committee.“vest”) upon such Separation from Service.