Forfeiture. Upon the termination of Grantee's employment with the Company prior to the time the Restricted Stock Units have vested pursuant to Section I.C., other than a termination in the event of Grantee’s Retirement, death, Disability or a Change in Control Termination, the Restricted Stock Units and DERs shall thereupon be forfeited immediately by Grantee. In the event of Grantee’s Retirement, a prorated portion of the Restricted Stock Units and DERs that would have vested on the next Vesting Date shall vest in accordance with Section I.C.(ii) and the Grantee shall forfeit the remaining unvested portion of the Restricted Stock Units and DERs; provided, however, that the Committee may determine, in its sole discretion, that some or all of the unvested Restricted Stock Units and DERs held by the Grantee that would otherwise be forfeited as of the date of Retirement shall vest. For the avoidance of doubt, no Restricted Stock Units or DERs shall be forfeited upon Grantee’s termination of employment due to Disability, with such Restricted Stock Units and DERs continuing to vest in accordance with the Vesting Dates provided in Section I.C.

Termination by Reason of Retirement. If the Grantee's employment with the Company terminates by reason of Retirement (as defined in the Plan), the Restricted Stock Units granted hereunder shall not be forfeited but shall be settled in Stock to the Grantee on the same schedule as provided in Section 2 (or otherwise) as if the Grantee had continued employment through each such Vesting Date (or such other vesting event pursuant to Section 3.3 or Section 5.2).

Effective on the Vest Date, any portion of the Restricted Stock Units and the related DERs for which the performance goals set forth in [Appendix A] have not been satisfied shall be immediately forfeited. However, # all of the unvested Restricted Stock Units and DERs will immediately vest at target level on # the date of termination due to the death of the Grantee or # the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of employment occurs prior to a Vesting Date or # upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on the next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the proration to be determined by calculating the product of # the quotient of # the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by # the number of months in the current restricted Vesting Period, multiplied by # the total number of Restricted Stock Units that were scheduled to vest on the next scheduled Vesting Date. For purposes of the foregoing calculation, a month is complete on the day in the following month that corresponds to the Date of Grant. For the purposes of this Agreement, “Good Reason” means, # if the Grantee is a party to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or # if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles from the location at which the Grantee performed his or her duties prior to the Change in Control.

Except as set forth in Section 2(e) below, if the Grantee terminates employment on or before the first Vesting Date because of an Involuntary Termination, 33% of the Grantee’s Restricted Stock Units will automatically vest on the date of such termination of employment and the remaining unvested Restricted Stock Units shall be immediately forfeited. If the Grantee terminates employment during the Restriction Period and after the first Vesting Date because of an Involuntary Termination, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.