Notwithstanding the foregoing, if a Participant’s employment terminates as a result of the Participant’s death, Disability or Retirement during a Plan Year after having attained at least three (3) full months of participation in the Plan during such Plan Year, the Participant, or the Participant’s beneficiary in the case of the Participant’s death, may, in the sole discretion of the Executive Team (or, in the case of a Participant who is an Executive Officer or Additional Person, in the discretion of the O&C Committee), be entitled to receive payment of a partial Award, prorated for the number of months that the individual was a Participant during the Plan Year in which such death, Disability or Retirement takes place. For purposes of applying this proration, a month shall include each month during which the individual was employed by the Company on the 15th day of such month prior to the individual’s death, Disability or Retirement, as the case may be. Any such Award shall be paid at the same time and in the same form that all other Awards are paid for such Plan Year. The decisions of the Executive Team (or, in the case of a Participant who is an Executive Officer or Additional Person, the decisions of the O&C Committee) with respect to such Awards shall be final and binding on all parties. For purposes of this provision, a Participant’s beneficiary shall be his/her surviving spouse or, if he/she has no surviving spouse, his/her estate.

Notwithstanding the foregoing, if a Participant’s employment terminates as a result of the Participant’s death, Disability or Retirement during a Plan Year after having attained at least three (3) full months of participation in the Plan during such Plan Year, the Participant, or the Participant’s beneficiary in the case of the Participant’s death, may, in the sole discretion of the Executive Team (or, in the case of a Participant who is an Executive Officer or Additional Person, in the discretion of the O&C Committee), be entitled to receive payment of a partial Award, prorated for the number of months that the individual was a Participant during the Plan Year in which such death, Disability or Retirement takes place. For purposes of applying this proration, a month shall include each month during which the individual was employed by the Company on the 15th day of such month prior to the individual’s death, Disability or Retirement, as the case may be. Any such Award shall be paid at the same time and in the same form that all other Awards are paid for such Plan Year. The decisions of the Executive Team (or, in the case of a Participant who is an Executive Officer or Additional Person, the decisions of the O&C Committee) with respect to such Awards shall be final and binding on all parties. For purposes of this provision, a Participant’s beneficiary shall be his/her surviving spouse or, if he/she has no surviving spouse, his/her estate.

Participation in the Plan shall cease immediately upon a Participant’s termination of employment with the Company for any reason (with or without cause), including as a result of the Participant’s death, Disability, Retirement, or transfer to an affiliate of the Company. However, the Participant may be eligible for a partial award for the Plan Year in which termination of employment occurs, in accordance with and subject to the provisions of Articles VIII.B. and VIII.C. An individual who becomes a Participant during the Plan Year, may, in the sole discretion of the Executive Team (or, in the case of a Participant who is an Executive Officer or Additional Person, in the discretion of the O&C Committee), be entitled to receive payment of a partial Award, prorated for the number of months that the individual was a Participant as of the 15th day of such month during the Plan Year.

If a Participant # transfers employment to an affiliate of the Company after having attained at least three (3) full months of participation in the Plan during the Plan Year, and # continues to be employed by an affiliate of the Company through the remainder of the Plan Year, such individual shall, based on criteria determined by the Executive Team in its sole discretion (or, in the case of a Participant who is an Executive Officer or Additional Person, based on criteria determined by the O&C Committee in its sole discretion), be entitled to receive a partial Award hereunder, prorated on the basis of the number of months such individual was employed by the Company during the Plan Year. For purposes of applying this proration, a Participant shall be deemed to have been employed by the Company for a month if such Participant was employed by the Company on the 15th day of such month. Any such Award shall be paid at the same time and in the same form that all other Awards are paid for such Plan Year under this Plan. The decisions of the Executive Team (or, in the case of a Participant who is an Executive Officer or Additional Person, the decisions of the O&C Committee) with respect to such Awards shall be final and binding on all parties.