Termination by Death or Disability. If the Grantee's employment by the Company terminates by reason of death or Disability (as defined in the Plan), the Restricted Stock Units granted hereunder shall immediately vest.

Death, Disability or Retirement of Grantee. Unless otherwise provided in the applicable Award Agreement, in the event the Grantee has a Termination by Deathof Service on account of his or Disability. Ifher death, Disability or Retirement, or the Grantee's employmentGrantee has a Termination of Service by the Company terminates byfor any reason other than for Cause, during the applicable period of death or Disability (as defined inforfeiture, then restrictions under the Plan), thePlan will immediately lapse on all Restricted Stock Units granted hereunder shall immediately vest.to the applicable Grantee.

Termination by Death or Disability.Reason of Retirement. If the Grantee's employment bywith the Company terminates by reason of death or DisabilityRetirement (as defined in the Plan), the Restricted Stock Units granted hereunder shall immediately vest.not be forfeited but shall be settled in Stock to the Grantee on the same schedule as provided in [Section 2] (or otherwise) as if the Grantee had continued employment through each such Vesting Date (or such other vesting event pursuant to [Section 3.3] or [Section 5.2]).

Retirement Eligible upon Total Disability or Disability.Death. If the Grantee'Grantee’s employment byis terminated at least six (6) months following the Company terminates by reasonGrant Date as a result of Total Disability or death or Disability (as defined in(provided Grantee is Retirement Eligible at the Plan)time of any such termination), the Restricted Stock Units granted hereunder shall immediately vest.will continue to vest through the Vesting Dates, and the Company will deliver to Grantee, or his or her legal representative, one share of the Company’s Capital Stock for each Restricted Stock Unit vested on that date in accordance with paragraph 2.

Death or Disability. IfIn the Grantee's employment byevent the Company terminatesservice of the Participant to the Board is terminated by reason of death or Disability (as defined inDisability, the Plan),Period of Restriction applicable to the Restricted Stock Units granted hereunder shall immediately vest.automatically terminate (that is, the Restricted Stock Units shall “vest”) upon such Separation from Service.

Death or Disability. If the Grantee'sNotwithstanding [Section 3(a)], if a Participant terminates employment bywith the Company terminates by reasonand the Related Companies prior to the last day of the Restricted Period due to the Participant’s death or Disability (as defined in the Plan),Disability, then all of the Restricted Stock Units granted hereunder shall immediately vest.subject to the Participant’s Award will become fully vested as of the date of such termination.

Death or Disability. IfIn the Grantee'event of the Grantee’s employmentdeath or Disability while employed by the Company terminates by reason of death or Disability (as defined inan Affiliate during the Plan),Restriction Period, the Grantee’s Restricted Stock Units granted hereunderwill automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disability” shall immediately vest.mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.

In the event of termination of employment (or termination of service as a Director) as a result of death, Disability or Disability. If the Grantee's employment by the Company terminates by reasonRetirement of death or Disability (as defined in the Plan), thea Grantee, all restrictions upon Restricted Stock Units granted hereunderawarded to such Grantee shall thereupon immediately vest.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 event of the termination of employment or service as a result of the death, Disability or Retirement of a Grantee by including such provision in the Agreement evidencing such Award.

In the event of termination of employment (or termination of service as a Director) as a result of death, Disability or Disability. If the Grantee's employment by the Company terminates by reasonRetirement of death or Disability (as defined in the Plan), thea Grantee, all restrictions upon Restricted Stock Units granted hereunderawarded to such Grantee shall thereupon immediately vest.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 event of the termination of employment or service as a result of the death, Disability or Retirement of a Grantee by including such provision in the Agreement evidencing such Award.

If the Grantee's employment by the Company terminates by reason ofsuch termination is due to death or Disability (as defined in the Plan), theDisability, all Restricted Stock Units granted hereunderheld by such Grantee shall vest immediately vest.on the date of such Grantee’s death or Disability.