Death or Disability. Notwithstanding [Section 3(a)], if a Participant terminates employment with the Company and the Related Companies prior to the last day of the Restricted Period due to the Participant’s death or Disability, then all of the Restricted Stock Units subject to the Participant’s Award will become fully vested as of the date of such termination.

Death or Disability. Notwithstanding [Section 3(a)], if a Participant terminates employment with the Company and the Related Companies prior to the last day of the Restricted Period due to the Participant’s death or Disability, then all of the Restricted Stock Units subject to the Participant’s Award will become fully vested as of the date of such termination.

Death or Disability. Notwithstanding [Section 3(a)], if aIn the event the service of the Participant terminates employment with the Company and the Related Companies prior to the last dayBoard is terminated by reason of the Restricted Period due to the Participant’s death or Disability, then allthe Period of Restriction applicable to the Restricted Stock Units subject toshall automatically terminate (that is, the Participant’s Award will become fully vested as of the date ofRestricted Stock Units shall “vest”) upon such termination.Separation from Service.

Death or Disability. Notwithstanding [Section 3(a)], if a Participant terminates employment with the Company andvesting schedule set forth in Paragraph 3, in the Related Companies priorevent of the Participant’s Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the last day of the Restricted Period due to the Participant’s death or Disability, then all of theremaining unvested Restricted Stock Units subject toshall automatically terminate (that is, the Participant’s Award will become fully vestedunvested Restricted Stock Units shall “vest”) as of the date of such termination.Separation from Service, which date shall be the “Vesting Date” for the purposes of settlement of the Award.

Termination of Employment Due to Death or Disability. Notwithstanding [Section 3(a)], if a Participant terminates employment withIn the Company and the Related Companies prior to the last dayevent of the Restricted Period due to the Participant’Participant's Termination of Employment by reason of death or Disability, then all restrictions imposed on outstanding Shares of Restricted Stock held by the Participant shall immediately lapse and the Restricted Stock Units subject to the Participant’s Award willshall immediately become fully vested as of the date of such termination.Termination of Employment.

Termination Due to Death or Disability. Notwithstanding [Section 3(a)], ifUnless otherwise provided in the Agreement, in the event a Participant terminatesParticipant's employment with the Company and the Related Companies prior to the last dayor service is terminated because of the Restricted Period due to the Participant’s death or Disability, then all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remaining Period of theRestriction applicable to Restricted Stock and/or Restricted Stock Units subjectshall automatically terminate, and the achievement or satisfaction of any Performance Goals applicable to the Participant’s Award will become fully vested as ofunvested Awards during any Performance Period shall be adjusted through the date of such termination.termination as determined by the Committee.

Termination by Death or Disability. Notwithstanding [Section 3(a)], if a Participant terminatesIf the Grantee's employment withby the Company and the Related Companies prior to the last dayterminates by reason of the Restricted Period due to the Participant’s death or Disability, then all ofDisability (as defined in the Plan), the Restricted Stock Units subject to the Participant’s Award will become fully vested as of the date of such termination.granted hereunder shall immediately vest.

Except as otherwise provided by the Committee, upon a Participant's Termination of Employment due to Death or Disability. Notwithstanding [Section 3(a)], if a Participant terminates employment with the Company and the Related Companies prior to the last day of the Restricted Period due to the Participant’s deathDisability or Disability, then all of theupon becoming or being Retirement eligible, his or her Restricted Stock Units subject towill vest, and in the Participant’s Awardcase of Death, will become fullypay out promptly, and in other cases, will pay out at the scheduled distribution date. If the Participant dies after Termination of Employment, vested as of the date of such termination.Restricted Stock Units will be promptly paid out.

In the Company and the Related Companies prior to the last dayevent of the Restricted Period due to the Participant’s Separation from Service because of death or Disability, then allDisability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock Units subject toshall automatically terminate (that is, the Participant’s Award will become fully vested as of the date ofRestricted Stock Units shall “vest”) upon such termination.Separation from Service.

Death or Disability. Notwithstanding [Section 3(a)], if a Participant terminates employment withIn the event of the Grantee’s death or Disability while employed by the Company andor an Affiliate during the Related Companies prior toRestriction Period, the last dayGrantee’s Restricted Stock Units will automatically vest in full on the date of the Restricted Period due to the Participant’Grantee’s death or Disability, then allas 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 Restricted Stock Units subjectCode, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the Participant’s Award will become fully vested asfirst 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 such termination.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.

Retirement Eligible upon Total Disability or Disability. Notwithstanding [Section 3(a)], ifDeath. If Grantee’s employment is terminated at least six (6) months following the Grant Date as a Participant terminates employment withresult of Total Disability or death (provided Grantee is Retirement Eligible at the Company and the Related Companies prior to the last daytime of the Restricted Period due to the Participant’s death or Disability, then all ofany such termination), the Restricted Stock Units subjectwill continue to vest through the Participant’s AwardVesting Dates, and the Company will become fully vested asdeliver to Grantee, or his or her legal representative, one share of the Company’s Capital Stock for each Restricted Stock Unit vested on that date of such termination.in accordance with paragraph 2.