Death or Disability. If the Grantee’s employment with the Company and its Affiliates terminates prior to the Vesting Date as a result of the Grantee’s death or disability, then the RSU shall vest as of such date. For this purpose, “disability” shall have the same definition as provided in the long-term disability plan sponsored by the Company or an Affiliate in which the Grantee is eligible to participate.

Death or Disability. If the Grantee’s employment with the Company and its Affiliates terminates prior to the Vesting DateTermination of Employment is as a result of the Grantee’s death or disability,Disability prior to the final Vesting Date listed above, then the RSUany unvested RSUs shall vest as of such date. For this purpose, “disability” shall have the same definition as provided in the long-term disability plan sponsored by the Company or an Affiliate in which the Grantee is eligible to participate.Termination of Employment.

Termination on Account of Death or Disability. If the Grantee’s employment with the Company and its Affiliates terminates prior to the Vesting Date asGrantee has a resultTermination of the Grantee’sEmployment on account of death or disability, thenDisability (even during the RSU shallfirst four months following the Grant Date), the RSUs and any Dividend Equivalents will immediately vest asupon such Termination of such date. For this purpose, “disability” shall have the same definition asEmployment (such date, if applicable, also a Vesting Date) and will be settled in accordance with [Section 2] above, unless otherwise provided in the long-term disability plan sponsored by the Company or an Affiliate in which the Grantee is eligible to participate.[Section 11(b)] below.

Termination of Employment Due to Death or Disability. If the Grantee’s employment withis terminated by the Company and its Affiliates terminates prior to the Vesting Date as a result of the Grantee’s death or disability, then the RSU shall vest as of such date. For this purpose, “disability” shall have the same definition as providedDisability (as defined in the long-term disability plan sponsoredPlan), any unvested portion of the grant that would have vested, either by the Companyspecified passage of time or an Affiliatethe fulfillment of the performance criteria in accordance with [Schedule A], if applicable, with respect to the year in which the termination occurred had the Grantee is eligibleremained employed and any earlier year, and any unvested portion of the grant that would have vested in the subsequent year following termination had the Grantee remained employed, shall remain outstanding and all remaining unvested RSUs shall be immediately forfeited. A number of Shares equal to participate.the number of unvested RSUs described in the preceding sentence shall become vested and shall be transferred to the Grantee (or the Grantee’s surviving spouse or estate) in the manner provided in [Section 2.1] upon attainment of the original Vesting Date(s) (just as if the Grantee had remained employed) and/or the applicable performance criteria set forth on [Schedule A], if applicable.

Death of Disability. In the event the Employee involuntarily ceases to be an employee of the Employer by reason of death or Disability. IfDisability, the Grantee’sRSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall immediately vest if such termination of employment with the Company and its Affiliates terminatesoccurs prior to a Change in Control and shall be settled within 60 days following the Vesting Date as a result of the Grantee’s death or disability, then the RSU shall vest as ofimmediately following such date. For this purpose, “disability” shall have the same definition as providedtermination in the long-term disability plan sponsored by the Company or an Affiliate in which the Grantee is eligible to participate.accordance with [Section 2], without proration.

[Death or Disability. IfDisability; Certain Involuntary Terminations Without Cause. Notwithstanding anything to the Grantee’contrary in this Agreement, # if the Participant’s employment withterminates prior to the CompanyVesting Date due to death or Disability, then the Participant shall immediately and its Affiliatesautomatically vest in ​ of the Target RSUs [(regardless of the achievement of the Performance Goals)], and the remaining unvested portion of the RSUs shall be forfeited without consideration therefor and # if # the Participant’s employment terminates prior to the Vesting Date as a result of the Grantee’s death or disability, then the RSU shall vest as of such date. For this purpose, “disability” shall have the same definition as provided in the long-term disability plan sponsoredan involuntary termination by the Company or an Affiliatewithout Cause and # the Committee determines in whichits sole and absolute discretion that the Grantee is eligiblePerformance Goals have been achieved at a satisfactory level, then a number of the then-unvested RSUs determined by the Committee shall be deemed to participate.have been earned and vested as of the date of such determination.]

Termination of Service. If the Grantee’s employment with the Company and its AffiliatesGrantee terminates priorService for any reason other than on account of a Change in Control as provided for in [Section 5] below, or due to the Vesting Date as a resultdeath or Disability of the Grantee’Grantee, any RSUs that have not vested as of the date of that termination shall be forfeited to the Company. The RSUs never vest in the event of a Termination for Cause. If the Grantee's Service terminates on account of the Grantee's death or disability,Disability, the Period of Restriction for all RSUs that have not previously vested or been forfeited shall end on the date of that termination of Service and the Grantee shall then the RSU shall vest as of such date. For this purpose, “disability” shall have the same definition as providedbe vested in the long-term disability plan sponsored by the Company or an Affiliate in which the Grantee is eligible to participate.RSUs.

Death or Disability. IfAll unvested RSUs will fully vest on the Grantee’sdate of Your termination of employment within the Company and its Affiliates terminatesevent Your employment is terminated for any of the following reasons prior to the Vesting Date as a result of the Grantee’s death or disability, then the RSU shall vest as of such date. For this purpose, “disability” shall have the same definition as provided in the long-term disability plan sponsored by the Company or an Affiliate in which the Grantee is eligible to participate.​:

Death or Disability. IfIn the Grantee’s employment with the Company and its Affiliates terminates prior to the Vesting Date as a resultevent of the Grantee’s death or disability, then the RSU shall vest as of such date. For this purpose, “disability” shall have the same definition as provided in the long-term disability plan sponsoredDisability while employed by the Company or an Affiliate during the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these 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 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 eligiblenot in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to participate.the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.