Termination of Employment. Unless otherwise determined by the Committee at or after the time of grant of an Award, upon a termination of a Participant’s employment, all outstanding Awards held by such Participant, whether then vested or unvested, shall be terminated and forfeited automatically. Subject to [Section 10(b)], the Committee may provide for exceptions to this general rule with respect to any Award, including in the case of a Participant’s death, Disability or Qualified Retirement.

Unless otherwise determined by the Committee at or after the time of grant of an Award, upon a termination of a Participant’s employment,service as a Director, all outstandingunvested Awards held by such Participant, whether thenand all vested or unvested,and unexercised Stock Options and Stock Appreciation Rights, shall be terminated and forfeited automatically. Subject to [Section 10(b)], theThe Committee may provide for exceptions to this general rule with respect to any Award, including in the case of a Participant’s death, Disabilitydeath or Qualified Retirement.Disability.

Except for a termination of employment due to Retirement or the shutdown or divestiture of a Participant’s employment, all outstanding Awards held by such Participant, whether then vested or unvested,business unit, as described above, and notwithstanding any other provision in the Award Agreement, the Participant shall be terminated and forfeited automatically. Subject to [Section 10(b)], the Committee may provide for exceptions to this general rule with respect toforfeit any unvested Award, including in the caseany accrued dividend equivalents, upon any termination of employment including, but not limited to, any termination that is due to a Participant’sQualified Termination of Employment, death, Disability or Qualified Retirement.Total and Permanent Disability.

Except for a termination of employment due to Retirement or the shutdown or divestiture of a Participant’s employment, all outstanding Awards held by such Participant, whether then vested or unvested,business unit, as described above, and notwithstanding any other provision in the Award Agreement, the Participant shall be terminated and forfeited automatically. Subject to [Section 10(b)], the Committee may provide for exceptions to this general rule with respect toforfeit any unvested Award, including in the caseany accrued dividend equivalents, upon any termination of employment including, but not limited to, any termination that is due to a Participant’sQualified Termination of Employment, death, DisabilityRetirement or Qualified Retirement.Total and Permanent Disability.