If the Participant ceases to provide services as an employee of the Company and its Affiliates due to death or Disability, any unvested Performance RSUs shall become vested with respect to the following number of RSUs: # in the event of a termination that occurs prior to the last day of the initial Installment Performance Period, the Target Number corresponding to all Award Tranches, # in the event of a termination that occurs on or after an immediately preceding Time-Based Vesting Date, the Target Number relating to any subsequent Award Tranches, and # in the event of a termination that occurs following the end of an Installment Performance Period applicable to an Award Tranche but prior to the corresponding Time-Based Vesting Date, # the actual number of Performance RSUs subject to the Award Tranche that vest based on the performance attainment level for such Award Tranche and # the Target Number corresponding to any subsequent Award Tranches.

If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to death or Disability,Retirement, any unvested Performance RSUs shall become vested with respect to the following number of RSUs: # in the event of a termination that occurs prior to the last day of the initial Installment Performance Period, the Target Number corresponding to all Award Tranches,to: # in the event of a termination that occurs on or after an immediately preceding Time-Based Vesting Date, a pro rata portion of the Target Number relatingactual number of Performance RSUs that vest based on the performance attainment level for any Award Tranche that would have been eligible to anyvest in each subsequent Award Tranches,Time-Based Vesting Date if the employment of the Participant had continued through such date; and # in the event of a termination that occurs following the end of an Installment Performance Period applicable to an Award Tranche but prior to the corresponding Time-Based Vesting Date, # the actual number of Performance RSUs subject to the Award Tranche that vest based on the performance attainment level for such Award Tranche and # a pro rata portion of the Target Number corresponding toactual number of Performance RSUs that vest based on the performance attainment level for any subsequent Award Tranches. The pro rata portion of the Performance RSUs payable under this [Section 4(b)] shall be calculated by multiplying the number of Performance RSUs that vest based on the performance attainment level, by a fraction, the numerator of which is the number of whole months the Participant was actively providing services to the Company or any Affiliate during the applicable Installment Performance Period and the denominator of which is the number of months in the corresponding Installment Performance Period.

[Death or Disability; Certain Involuntary Terminations Without Cause. Notwithstanding anything to the Participant ceasescontrary in this Agreement, # if the Participant’s employment terminates prior to provide services as an employee of the Company and its AffiliatesVesting Date due to death or Disability, anythen the Participant shall immediately and automatically vest in ​ of the Target RSUs [(regardless of the achievement of the Performance Goals)], and the remaining unvested Performanceportion of the RSUs shall become vested with respect tobe forfeited without consideration therefor and # if # the following number of RSUs: # in the event of a termination that occursParticipant’s employment terminates prior to the last day of the initial Installment Performance Period, the Target Number corresponding to all Award Tranches, # in the event ofVesting Date as a termination that occurs on or after an immediately preceding Time-Based Vesting Date, the Target Number relating to any subsequent Award Tranches, and # in the event of a termination that occurs following the endresult of an Installment Performance Period applicable to an Award Tranche but prior toinvoluntary termination by the corresponding Time-Based Vesting Date, # the actual number of Performance RSUs subject to the Award Tranche that vest based on the performance attainment level for such Award TrancheCompany without Cause and # the Target Number correspondingCommittee determines in its sole and absolute discretion that the Performance Goals have been achieved at a satisfactory level, then a number of the then-unvested RSUs determined by the Committee shall be deemed to any subsequent Award Tranches.have been earned and vested as of the date of such determination.]