Vesting. Except as otherwise provided in Section 4 hereof, the Performance RSUs subject to each Award Tranche shall vest on the Time-Based Vesting Date (as set forth in Section 2) corresponding to the applicable Award Tranche based # on the value that the Shares has appreciated over the corresponding Installment Performance Period and # the Participant’s continuous service as an employee of the Company or any of its Affiliates through the corresponding Time-Based Vesting Date. The Share value appreciation/depreciation shall be calculated based on the difference between # the average of the mean of the high and low trading price of the Shares for each trading day as reported on the New York Stock Exchange for the 30 consecutive trading days commencing on the first trading day of the applicable Installment Performance Period, and # the average of the mean of the high and low trading price of the Shares for each trading day as reported on the New York Stock Exchange for the 30 consecutive trading days commencing on the date following the last day of the applicable Installment Performance Period. Any Performance RSUs subject to an Award Tranche that have not vested as of the corresponding Time-Based Vesting Date shall be forfeited.

If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to Retirement, any unvested Performance RSUs shall become vested with respect to: # in the event of a termination that occurs on or after an immediately preceding Time-Based Vesting Date, a pro rata portion of the actual number of Performance RSUs that vest based on the performance attainment level for any Award Tranche that would have been eligible to vest in each subsequent Time-Based Vesting Date if the employment of the Participant had continued through such date; and # in the event of a termination that occurs following the end of an Installment Performance Period applicable to an Award Tranche but prior to the corresponding Time-Based Vesting Date, # the actual number of Performance RSUs that vest based on the performance attainment level for such Award Tranche and # a pro rata portion of the actual number of Performance RSUs that vest based on the performance attainment level for any subsequent Award Tranches. The pro rata portion of the Performance RSUs payable under this [Section 4(b)] shall be calculated by multiplying the number of Performance RSUs that vest based on the performance attainment level, by a fraction, the numerator of which is the number of whole months the Participant was actively providing services to the Company or any Affiliate during the applicable Installment Performance Period and the denominator of which is the number of months in the corresponding Installment Performance Period.