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Employment Termination. If the Grantee’s employment with the Corporation and its Subsidiaries terminates before the end of the Restriction Period, this Restricted Stock Unit Award shall be forfeited on the date of such termination, except to the extent otherwise expressly provided below or in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’s employment or service with the Corporation or its Subsidiaries as a result of the Grantee’s death, Disability, or Qualified Retirement, the requirement that the Grantee remain in the employ of the Corporation or a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stock in respect of the Restricted Stock Units at the same time as and in accordance with [Section 2] above, but prorated based on a fraction, the numerator of which is the number of calendar days during the Restriction Period prior to the date of the Grantee’s termination of employment or service and the denominator of which is 1095.

Employment Termination. IfIn the Grantee’sevent of termination of employment with the Corporation and its Subsidiaries terminates before the end(or termination of the Restriction Period, thisservice as a Director) as a result of death, Disability or Retirement of a Grantee, all restrictions upon Restricted Stock Unit AwardUnits awarded to such Grantee shall be forfeitedthereupon immediately lapse, provided, however, that the Committee or Board shall have the authority to grant Awards of Restricted Stock Units the restrictions on the date of such termination, except to the extent otherwise expressly provided below orwhich do not lapse in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’s employment or service with the Corporation or its Subsidiaries as a result of the Grantee’s death, Disability,Disability or Qualified Retirement, the requirement that theRetirement of a Grantee remainby including such provision in the employ of the Corporation or a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stock in respect of the Restricted Stock Units at the same time as and in accordance with [Section 2] above, but prorated based on a fraction, the numerator of which is the number of calendar days during the Restriction Period prior to the date of the Grantee’s termination of employment or service and the denominator of which is 1095.Agreement evidencing such Award.

Employment Termination.Termination by Reason of Retirement. If the Grantee’Grantee's employment with the Corporation and its SubsidiariesCompany terminates before the endby reason of the Restriction Period, this Restricted Stock Unit Award shall be forfeited on the date of such termination, except to the extent otherwise expressly provided below or in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’s employment or service with the Corporation or its Subsidiaries as a result of the Grantee’s death, Disability, or Qualified Retirement, the requirement that the Grantee remainRetirement (as defined in the employ of the Corporation or a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stock in respect ofPlan), the Restricted Stock Units atgranted hereunder shall not be forfeited but shall be settled in Stock to the Grantee on the same timeschedule as andprovided in accordance with [Section 2] above, but prorated based on a fraction,(or otherwise) as if the numerator of which is the number of calendar days during the Restriction Period priorGrantee had continued employment through each such Vesting Date (or such other vesting event pursuant to the date of the Grantee’s termination of employment[Section 3.3] or service and the denominator of which is 1095. [Section 5.2]).

Termination of Employment Termination. Ifor Service. Except as provided above, upon the Grantee’stermination of employment of Grantee or other service with the Corporation and its Subsidiaries terminates before the end of the Restriction Period, thisCompany or a Subsidiary, for any reason, all Restricted Stock Unit Award shall be forfeited on the date of such termination, except to the extent otherwise expressly provided below or in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’s employment or service with the Corporation or its Subsidiaries as a result of the Grantee’s death, Disability, or Qualified Retirement, the requirement that the Grantee remain in the employ of the Corporation or a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stock in respect of the Restricted Stock Units at the same time as and in accordance with [Section 2] above, but prorated based on a fraction, the numerator of which is the number of calendar days during the Restriction Period prior to the date of the Grantee’s termination of employment or service and the denominator of which is 1095. immediately.

Employment Termination. IfExcept as may otherwise be provided by the Grantee’s employment with the Corporation and its Subsidiaries terminates before the end of the Restriction Period, this Restricted Stock Unit Award shall be forfeited on the date of such termination, except to the extent otherwise expressly provided below or in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’s employment or service with the Corporation or its Subsidiaries as a result of the Grantee’s death, Disability, or Qualified Retirement, the requirement that the Grantee remainAdministrator either in the employ ofAward Certificate or, subject to Section 15 below, in writing after the Corporation orAward is issued, a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stockgrantee’s right in respect of theall Restricted Stock Units atthat have not vested shall automatically terminate upon the same time as and in accordance with [Section 2] above, but prorated based on a fraction, the numerator of which is the number of calendar days during the Restriction Period prior to the date of the Grantee’grantee’s termination of employment or service(or cessation of Service Relationship) with the Company and the denominator of which is 1095. its Subsidiaries for any reason.

Employment Termination. IfTermination of Service, Except by Death, Retirement or Disability. Unless otherwise provided in the Grantee’s employment withapplicable Award Agreement, and subject to clause (iv) below, if the Corporation and its Subsidiaries terminates beforeGrantee has a Termination of Service for Cause or by the endGrantee for any reason other than his or her death, Retirement or Disability, during the applicable period of the Restriction Period, thisforfeiture, then # all Restricted Stock Unit Awardstill subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and # the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of # the amount paid by the Grantee for such forfeited Restricted Stock as contemplated by [Section 9(b), and (y)] the Fair Market Value on the date of such termination, except to the extent otherwise expressly provided below or in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’s employment or service with the Corporation or its Subsidiaries as a result of the Grantee’s death, Disability, or Qualified Retirement, the requirement that the Grantee remain in the employ of the Corporation or a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stock in respect of theforfeited Restricted Stock Units at the same time as and in accordance with [Section 2] above, but prorated based on a fraction, the numerator of which is the number of calendar days during the Restriction Period prior to the date of the Grantee’s termination of employment or service and the denominator of which is 1095. Stock.

Employment Termination. IfExcept as may otherwise be provided by the Grantee’s employment with the Corporation and its Subsidiaries terminates before the end of the Restriction Period, this Restricted Stock Unit Award shall be forfeited on the date of such termination, except to the extent otherwise expressly provided below or in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’s employment or service with the Corporation or its Subsidiaries as a result of the Grantee’s death, Disability, or Qualified Retirement, the requirement that the Grantee remainAdministrator either in the employ ofAward Certificate or, subject to Section 16 below, in writing after the Corporation orAward is issued, a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stockgrantee’s right in respect of theall Restricted Stock Units atthat have not vested shall automatically terminate upon the same time as and in accordance with [Section 2] above, but prorated based on a fraction, the numerator of which is the number of calendar days during the Restriction Period prior to the date of the Grantee’grantee’s termination of employment or service(or cessation of Service Relationship) with the Company and the denominator of which is 1095. its Subsidiaries for any reason.

Employment Termination.Retirement. If the Grantee’s employment withis terminated at least six (6) months following the Corporation and its Subsidiaries terminates before the end of the Restriction Period, this Restricted Stock Unit Award shall be forfeited on the date of such termination, except to the extent otherwise expressly provided below or in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’s employment or service with the Corporation or its SubsidiariesGrant Date as a result of the Grantee’s death, Disability, or Qualified Retirement, the requirement that the Grantee remain in the employ of the Corporation or a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stock in respect of the Restricted Stock Units atshall continue to vest through the same time asVesting Dates, and the Company will deliver to Grantee, or his or her legal representative, one Share for each Restricted Stock Unit vested on that date in accordance with [Section 2] above, but prorated based on a fraction, the numerator of which is the number of calendar days during the Restriction Period prior to the date of the Grantee’s termination of employment or service and the denominator of which is 1095. paragraph 2.

Employment Termination. IfIn the Grantee’sevent of termination of employment with the Corporation and its Subsidiaries terminates before the end(or termination of the Restriction Period, thisservice as a Director) as a result of death, Disability or Retirement of a Grantee, all restrictions upon Restricted Stock Unit AwardUnits awarded to such Grantee shall be forfeitedthereupon immediately lapse, provided, however, that the Committee or Board shall have the authority to grant Awards of Restricted Stock Units the restrictions on the date of such termination, except to the extent otherwise expressly provided below orwhich do not lapse in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’s employment or service with the Corporation or its Subsidiaries as a result of the Grantee’s death, Disability,Disability or Qualified Retirement, the requirement that theRetirement of a Grantee remainby including such provision in the employ of the Corporation or a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stock in respect of the Restricted Stock Units at the same time as and in accordance with [Section 2] above, but prorated based on a fraction, the numerator of which is the number of calendar days during the Restriction Period prior to the date of the Grantee’s termination of employment or service and the denominator of which is 1095. Agreement evidencing such Award.

Employment Termination. IfTermination of Employment. Except as otherwise provided in the Grantee’Plan, including [Section 11] (Change in Control Provisions) and [Section 14(d)] thereof, or in this Paragraph 8, if Participant’s employment with the CorporationCompany or any Subsidiary or Affiliate terminates for any reason, the Award and its Subsidiaries terminates before the end of the Restriction Period, thisall Restricted Stock Unit AwardUnits (and any related Dividend Equivalents) held by Participant that are unvested or subject to restriction at the time of such termination shall be forfeited onautomatically immediately after such termination. Notwithstanding the date of such termination, except to the extent otherwise expressly provided below orforegoing, in a change-in-control or severance agreement between the Corporation and the Grantee. In the event of the termination of the Grantee’that Participant’s employment or service with the Corporation or its Subsidiariesterminates as a result of the Grantee’Participant’s death, Disability, or Qualified Retirement, the requirement that the Grantee remain in the employ of the Corporation or a Subsidiary through the end of the Restriction Period will be waived and the Grantee will receive payment and delivery of shares of Stock in respect ofthen the Restricted Stock Units at(and any related Dividend Equivalents) will vest to the same time as and in accordance with [Section 2] above, but prorated based on a fraction,extent that the numerator of which is the number of calendar days during the Restriction Period prior toAward would have vested if Participant had remained employed for one year following the date of the Grantee’s termination of employment or servicedeath, and the denominatorbalance of which is 1095. the Award, if any, shall be forfeited. The Company will process any vesting pursuant to the terms of the immediately preceding sentence within 30 days following its receipt of notice of Participant’s death.

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