Termination of Service. Except as otherwise set forth herein, with respect to any portion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such portion of the Option as set forth in (or determined in accordance with) [Schedule 1] hereof in order for such portion of the Option to vest. Except as otherwise set forth # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or # in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 5(b) hereof) prior to vesting of any portion of the Option, the Grantee’s rights hereunder shall be determined as follows:

Termination of Service. Except as otherwise set forth herein, with respect to any portion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such portion of the Option as set forth in (or determined in accordance with) [Schedule 1] hereof in order for such portion of the Option to vest. Except as otherwise set forth # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or # in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section[Section 5(b)] hereof) prior to vesting of any portion of the Option, the Grantee’s rights hereunder shall be determined as follows:

Termination of Service. Except as otherwise set forth herein, with respect to any portion of the Option,Awarded Shares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such portion of the OptionAwarded Shares as set forth in (or determined in accordance with) [Schedule 1]section 2 hereof in order for such portion ofAwarded Shares to vest and in order to retain the Optiondividends paid prior to vest.vesting with respect to such Awarded Shares. Except as otherwise set forth # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or # in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 5(4(b) hereof) prior to vesting of any portion of the Option, the Grantee’svesting, his or her rights hereunder shall be determined as follows:

Termination of Service. Except as otherwise set forth herein, with respect toNotwithstanding the foregoing or any portion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective dateother provision of this Agreement throughor the relevant vesting date for such portion of the Option as set forth in (or determined in accordance with) [Schedule 1] hereof in order for such portion of the Option to vest. Except as otherwise set forthPlan, if # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or #Agreement with the Company, upon the occurrence of a Change in a Retention Agreement to whichControl (as defined, as of the date hereof, in the Plan for all purposes of this Agreement) then, so long as the Grantee is a partystill providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in connectionControl, instead of in accordance with a Change of Control (as definedthe vesting schedule set forth in such Retention Agreement)[Schedule 1], in the event thatand # the Grantee’s Service (including to any successors tois terminated other than for Cause during the Company or an Affiliate) terminates for any reason (or converts to inactive status24-month period following a Change in Control, the manner specified in Section 5(b) hereof) prior to vesting of any portion of the Option,Option that remains outstanding on the Grantee’s rights hereunder shalldate of such termination may thereafter be determined as follows:exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option.

Termination of Service. Except as otherwise set forth herein, with respect to any portion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting datePerformance Period for such portion of the Option as set forth in (or determined in accordance with) [Schedule 1] hereof in order for such portion of the OptionAward to vest. Except as otherwise set forth # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or # in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 5(4(b) hereof) prior to vesting of any portion ofduring the Option,Performance Period, the Grantee’s rights hereunderright to payment of the Award shall be determined as follows:

Termination of Service. Except as otherwise set forth herein, with respect toNotwithstanding the foregoing or any portion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective dateother provision of this Agreement throughor the relevant vesting date for such portion of the Option as set forth in (or determined in accordance with) [Schedule 1] hereof in order for such portion of the Option to vest. Except as otherwise set forthPlan, if # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, orAgreement with the Company, and # in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors tois terminated other than for Cause or Disability during the Company or an Affiliate) terminates for any reason (or converts to inactive status24-month period following a Change in Control (as defined, as of the date hereof, in the manner specified in Section 5(b) hereof) prior to vestingPlan for all purposes of anythis Agreement), the then-unvested portion of the Option,Option shall vest and the Grantee’s rights hereunder shallportion of the Option that remains outstanding on the date of such termination may thereafter be determined as follows:exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option.