Termination of Service. Notwithstanding any other provision of this Agreement, in the event of the Participant’s Termination of Service due to death, Disability or Retirement, the following shall apply:

Termination of Service. If the Grantee terminates Service for any reason other than on account of a Change in Control as provided for in [Section 5] below, or due to the death or Disability of the 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, 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 be vested in the RSUs.

In the event of the Participant’s termination of service or death, all RSUs which are not vested shall be forfeited and of no further effect.

For all purposes of this Agreement, the term “Service Termination Date” shall mean the earlier of # the date, as determined by the Company, that you are no longer actively providing Service to the Company or, if different, an Affiliate that employs or otherwise contracts with you (the “Service Recipient”), and in the case of an involuntary termination of Service, such date shall not be extended by any notice period mandated under local law (e.g., active Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where you are providing Service or the terms of your employment or service agreement, if any); or # the date, as determined by the Company, that the Service Recipient is no longer an Affiliate of the Company.

Termination of Service. The Committee shall determine the effect on an Award of the disability, death, retirement or other termination of service of a Participant and the extent to which, and the period during which, the Participant’s legal representative, guardian or Designated Beneficiary may receive payment of an Award or exercise rights thereunder.

Termination of Service. If the Employee’s employment or service with the Company or any Subsidiary is terminated for any reason (including, but not limited to, voluntary termination by Employee and termination of Employee without Cause, including, but not limited to, termination due to elimination of Employee’s position) other than death, Disability or Retirement, the Employee shall forfeit any or all of the Restricted Stock Units for which the restrictions have not yet lapsed (the “Unvested Stock”). If the Employee’s employment or service with the Company or any Subsidiary is terminated by reason of death, Disability or Retirement, then # restrictions based on Performance Goals, if any, shall lapse based on actual performance during the full performance period and # restrictions based on lapse of time shall be deemed to have lapsed, with respect to the one-third of the RSUs that are scheduled to vest in the annual vesting installment period during which termination occurs, pro-rata based on a ratio in which the numerator is the number of completed months within the respective annual vesting installment period during which termination occurs and the denominator is twelve, and the Employee shall forfeit all remaining Unvested Stock. As used in this Agreement, a “month” is a calendar month, and a “completed month” requires employment or service from the first day through the last day of the month. However, in that calendar month in which the Restricted Stock Units are granted, a completed month only requires employment or service from the Date of Grant through the last day of that month. Except as provided in [Sections 4(a) and 4(b)])] hereof, the restrictions on Unvested Stock shall otherwise terminate in accordance with the schedule for the lapse of the restrictions set forth in [Exhibit A] hereto.

Termination of Service. Except as otherwise set forth herein, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) through the Performance Period for the Award to vest. Except as otherwise set forth # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or # in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates (or converts to inactive status in the manner specified in Section 4(b) hereof) during the Performance Period, the Grantee’s right to payment of the Award shall be determined as follows:

Either party may use a third party service provider in connection with e-business activities (e.g., to route or translate EDI or XML messages, or to host web based services). The party contracting with a service provider must require that such service provider # use information disclosed to or learned by such service provider in connection with providing services solely for the purpose of providing the applicable services, and # not disclose such information to any third party. Either party may begin to use or may change a service provider upon reasonable prior written notice to the other party. Each party will be liable for the acts or omissions of its service provider in connection with activities contemplated by this Agreement.

Employee agrees that upon termination they will return to Employer all of Employer’s property, including, but not limited to, intellectual property, trade secret information, customer lists, operation manuals, records and accounts, materials subject to copyright, trademark, or patent protection, customer and Employer information, business documents, reports, and other items as applicable.

Termination Upon Disability. In the event that the Board of Directors determines that the Executive is unable to perform his duties hereunder by reason of any disability or incapacity (due to any physical or mental injury, illness or defect) for an aggregate of 180 days in any consecutive 12-month period, the Company shall have the right to terminate Executive’s employment hereunder within 30 days after the 180th day of his disability or incapacity by giving Executive notice to such effect at least 10 days prior to the date of termination set forth in such notice, and on such date such employment shall terminate. The Board of Directors’ determination shall be made after due inquiry, on the basis of convincing evidence presented in at least two medical opinions rendered by reputable physicians with experience in diagnosing and treating the condition described in the opinion.