Death or Disability. Notwithstanding the vesting schedule set forth in Paragraph 3, in the event of the Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the remaining unvested Restricted Stock Units shall automatically terminate (that is, the unvested Restricted Stock Units shall “vest”) as of the date of such Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.

Death or Disability. Notwithstanding the vesting schedule set forth in Paragraph 3, inIn the event of the Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the remaining unvested Restricted Stock Units shall automatically terminate (that is, the unvested Restricted Stock Units shall “vest”) as of the date ofupon such Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.Service.

Death or Disability. Notwithstanding the vesting schedule set forth in Paragraph 3, inIn the event the service of the Participant’s Separation from Service becauseParticipant to the Board is terminated by reason of death or Disability during the Period of Restriction,Disability, the Period of Restriction applicable to the remaining unvested Restricted Stock Units shall automatically terminate (that is, the unvested Restricted Stock Units shall “vest”) as of the date ofupon such Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.Service.

Separation from Service Due to Death or Disability. Notwithstanding the vesting schedule set forth in Paragraph 3, inDisability During Period of Restriction. In the event of thea Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the remaining unvested Restricted Stock Units shall automatically terminate (that is, the unvested Restricted Stock Units shall “vest”) as of the date ofupon such Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.Service.

Death or Disability. Notwithstanding Section 3(a), if a Participant terminates employment with the vesting schedule set forth in Paragraph 3, inCompany and the eventRelated Companies prior to the last day of the Restricted Period due to the Participant’s Separation from Service because of death or Disability duringDisability, then all of the Period of Restriction, the Period of Restriction applicable to the remaining unvested Restricted Stock Units shall automatically terminate (that is,subject to the unvested Restricted Stock Units shall “vest”)Participant’s Award will become fully vested as of the date of such Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.termination.

Death or Disability. Notwithstanding the vesting schedule set forth in Paragraph 3, inIn the event of the Participant’Grantee’s Separation from Service because of death or Disability while employed by the Company or an Affiliate during the Period of Restriction,Restriction Period, the Period of Restriction applicable to the remaining unvestedGrantee’s Restricted Stock Units shallwill automatically terminate (that is, the unvested Restricted Stock Units shall “vest”) as ofvest in full on the date of such Separation from Service, which date shall be the “Vesting Date” for theGrantee’s death or Disability, as applicable. For purposes of settlementthese Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Award.Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.

Separation from Service Due to Death or Disability. Notwithstanding the vesting schedule set forth in Paragraph 3, inDisability During Period of Restriction. In the event of thea Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the remaining unvested Restricted Stock Unitspursuant to [Subsection 9(g)] hereof shall automatically terminate (that is, the unvested Restricted Stock Units shall “vest”) as of the date ofupon such Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.Service.

Other. In the event the service of the Participant’s Separation from Service because of deathParticipant to the Board is terminated for any reason other than Death or Disability during the Period of Restriction, then any Restricted Stock Units still subject to the Period of Restriction applicable to the remaining unvested Restricted Stock Units shall automatically terminate (that is, the unvested Restricted Stock Units shall “vest”) as ofat the date of such Separation from Service, which dateService automatically shall be forfeited and returned to the “Vesting Date” for the purposes of settlement of the Award.Company.

Termination Due to Death or Disability. NotwithstandingUnless otherwise provided in the vesting schedule set forth in Paragraph 3,Agreement, in the event of the Participant’a Participant's Separation from Serviceemployment or service is terminated because of death or Disability during the Period of Restriction, theDisability, all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remaining Period of Restriction applicable to the remaining unvestedRestricted Stock and/or Restricted Stock Units shall automatically terminate (that is,terminate, and the achievement or satisfaction of any Performance Goals applicable to unvested Restricted Stock UnitsAwards during any Performance Period shall “vest”) as ofbe adjusted through the date of such Separation from Service, which date shall betermination as determined by the “Vesting Date” for the purposes of settlement of the Award.Committee.

Vesting Upon Death or Disability. Notwithstanding Sections 4(a) and 4(b) above, if prior to the vesting schedule set forth in Paragraph 3, indate on which the eventRestricted Stock vest, Grantee’s service terminates by reason of the Participant’Grantee’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the remaining unvested Restricted Stock Units shall automatically terminate (that is,Disability, the unvested Restricted Stock Units shall “vest”)become fully vested and non-forfeitable as of the date of such Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.Grantee’s death or Disability.