Retirement. If a Grantee terminates employment during the Award Period by retirement (including early and disability retirement), then this PSU Award will continue and be distributable on a pro rata basis at the time active Grantees receive such distributions with respect to that Award Period based on the Final Award. The pro rata portion shall be determined by multiplying the Final Award by a fraction, the numerator of which is the number of completed months in the Award Period during which the Grantee was employed by the Company or JV, and the denominator of which is 36. For Grantees who are employed in the U.S., “retirement” means a termination of employment after attaining the earliest of # age 55 with at least 10 years of service # such age and service that provides eligibility for subsidized retiree medical coverage or # age 65 without regard to years of service. For other Grantees, “retirement” is determined by the Company.

Involuntary Termination. If a GranteeGrantee’s employment terminates employment during the Award Period by retirement (including early and disability retirement), thenthe Company determines that employment was involuntarily terminated on or after the first anniversary of the first day of the Award Period, a pro rata portion (based on the number of completed months held during the Award Period prior to the date employment terminated) of this PSU Award will continue and be distributabledistributed at such time as it would have been paid if employment had continued, based on a pro rata basis atactual performance during the time active Grantees receive such distributions with respect to that Award Period basedas determined in accordance with [Section III]. The remainder will be forfeited on the Final Award.date employment ends. The pro rata portion shall be determined by multiplying the Final Award by a fraction, the numerator of which is the number of completed months in the Award Period during which the Grantee was employed by the Company or JV, and the denominator of which is 36. For Grantees who are employed in the U.S., “retirement” means aAn “involuntary termination” includes termination of employment after attaining the earliest of # age 55 with at least 10 years of service # such age and service that provides eligibility for subsidized retiree medical coverage or # age 65 without regard to years of service. For other Grantees, “retirement” is determined by the Company.Company as the result of a restructuring or job elimination, but excludes non-performance of duties and the reasons listed under paragraphs C through G of this section.