Termination by Reason of Retirement. Except as otherwise provided in the applicable award agreement, if a Participant’s employment or provision of services terminates by reason of Retirement, any Stock Appreciation Right held by such Participant, to the extent it was exercisable at the time of termination, may thereafter be exercised by the Participant for a period of six months from the date of such termination of employment or provision of services or until the expiration of the stated term of such Stock Appreciation Right, whichever period is shorter and any Stock Appreciation Right that is unvested or unexercisable at the date of termination shall thereupon terminate.

Termination by Reason of Retirement.Other Termination. Except as otherwise provided in the applicable award agreement, if a Participant’s employment or provision of services terminatesis terminated by the Participant for any reason of Retirement,other than those listed in Sections 5(h) and 5(i), any Stock Appreciation Right held by such Participant,Participant may thereafter be exercised, to the extent it was exercisable at the time of termination, may thereafter be exercised by the Participant for a period of sixthree months from the date of such termination of employment or provision of services or until the expiration of the stated term of such Stock Appreciation Right, whichever period is shortershorter, and any Stock Appreciation Right that is unvested or unexercisable at the date of termination shall thereupon terminate.

Involuntary Termination by Reason of Retirement.Without Cause. Except as otherwise provided in the applicable award agreement, if a Participant’s employment or provision of services terminates by reason ofinvoluntarily without Cause, and for reasons other than death, Disability or Retirement, any Stock Appreciation Right held by such Participant,Participant may thereafter be exercised, to the extent it was exercisable at the time of termination, may thereafter be exercised by the Participant for a period of sixthree months from the date of such termination of employment or provision of services or until the expiration of the stated term of such Stock Appreciation Right, whichever period is shortershorter, and any Stock Appreciation Right that is unvested or unexercisable at the date of termination shall thereupon terminate.

Termination by Reason of Retirement.Death or Disability. Except as otherwise provided in the applicable awardstock appreciation rights agreement, if a Participant’s employment or provision of services terminates by reason of Retirement,death or Disability, any Stock Appreciation Right held by such Participant, to the extent it was exercisable at the time of termination, may thereafterParticipant shall be exercised by the Participant for a period of six months from the date offully vested upon such death or termination of employment or provision of services and may thereafter be exercised for a period of one year from the date of such death, Disability or until the expiration of the stated term of such Stock Appreciation Right, whichever period is shorter and any Stock Appreciation Right that is unvested or unexercisable at the date of termination shall thereupon terminate. shorter.

Termination by Reason of Retirement. Except as otherwise provided in the applicable award agreement, if a Participant’an Optionee’s employment or provision of services terminates by reason of Retirement, any Stock Appreciation RightOption held by such Participant,Optionee, to the extent it was exercisable at the time of termination, may thereafter be exercised by the ParticipantOptionee for a period of six months from the date of such termination of employment or provision of services or until the expiration of the stated term of such Stock Appreciation Right,Option, whichever period is shortershorter, and any Stock Appreciation RightOption that is unvested or unexercisable at the date of termination shall thereupon terminate.

Termination by ReasonIn the event that a Participant’s Continuous Service terminates because such Participant dies or suffers a Disability prior to the expiration of Retirement. Except as otherwise providedhis or her Stock Appreciation Right and without having fully exercised his or her Stock Appreciation Right, the Participant or his or her successor or legal representative shall be fully vested in the applicable award agreement, if a Participant’s employment or provision of services terminates by reason of Retirement,Stock Appreciation Right and shall have the right to exercise any Stock Appreciation Right held bywithin the next 12 months following such Participant, to the extent it was exercisable at the time of termination, may thereafter be exercisedevent, or such other period as determined by the Participant for a period of six months from the date of such termination of employment or provision of services or untilCommittee in its sole discretion, but not later than the expiration of the stated term of such Stock Appreciation Right, whichever period is shorter and any Stock Appreciation Right that is unvested or unexercisable at the date of termination shall thereupon terminate. Right.

if termination is voluntary or involuntary without Cause, the applicable award agreement, if a Participant’s employmentParticipant may exercise each Option or provision of services terminates by reason of Retirement, any Stock Appreciation Right held by the Participant within three months after such Participant,termination (but not after the expiration date of such Award) to the extent itsuch Award was exercisable pursuant to its terms at the timedate of termination; provided, however, if the Participant should die within three months after such termination, each Option or Stock Appreciation Right held by the Participant may thereafter be exercised by the Participant forParticipant’s estate, or by any person who acquires the right to exercise by reason of the Participant’s death, at any time within a period of six months fromone year after death (but not after the expiration date of the Award) to the extent such termination of employment or provision of services or until the expiration of the stated term of such Stock Appreciation Right, whichever period is shorter and any Stock Appreciation Right that is unvested or unexercisableAward was exercisable pursuant to its terms at the date of termination shall thereupon terminate.termination;

If such termination is due to Retirement, anyall Stock Appreciation RightRights held by such Participant,Grantee shall continue to vest in accordance with the extent it was exercisableterms of the Grant and all such Stock Appreciation Rights shall be exercised on the earlier of the expiration of the Term of such Stock Appreciation Rights or # with respect to Stock Appreciation Rights unvested at the time of termination, may thereafter be exercised by the Participant for a period of six monthsRetirement, prior to that date that is three (3) years from the date of such termination of employment or provision of services or until the expiration of the stated term of suchvesting; and # with respect to Stock Appreciation Right, whichever period is shorter and any Stock Appreciation RightRights vested at the time of Retirement, prior to that date that is unvested or unexercisable atthree (3) years from the date of termination shall thereupon terminate.Retirement.

Rights upon Termination by Reason of Retirement. Except as otherwise provided inContinuous Service. In the applicable award agreement, ifevent that a Participant’Participant’s employmentContinuous Service terminates for any reason, other than death or provisionDisability, any rights of services terminates by reason of Retirement,the Participant under any Stock Appreciation Right held by such Participant,shall immediately terminate; provided, however, the Participant (or any successor or legal representative) shall have the right to exercise the Stock Appreciation Right to the extent itthat the Stock Appreciation Right was exercisable at the time of termination, may thereafter be exercised byuntil the Participant for a periodearlier of six# the date that is three months fromafter the effective date of such termination of employmentContinuous Service, or provision of servicessuch other date as determined by the Committee in its sole discretion, or until# the expiration of the stated term of suchthe Stock Appreciation Right, whichever period is shorter and any Stock Appreciation Right that is unvested or unexercisable at the date of termination shall thereupon terminate.Right.