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.

Unvested Restricted Stock Units shall be cancelled and forfeited if, at any time within the Restriction Period, the Employee’s employment or service with the Company or any Subsidiary is terminatedterminates for any reason (including, but not limited to, voluntary(including without limitation termination by Employee andthe Employer, with or without cause) other than for reasons of death, normal retirement at or after age 55, or disability (within the meaning of Section 22(e)(3) of the Code). Upon 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 withwithin the Company or any Subsidiary is terminatedRestriction Period by reason of death, Disabilitynormal retirement at or Retirement, then # restrictions based on Performance Goals, if any,after age 55 or disability, the Restriction Period shall lapse based on actual performance during the full performance periodend upon such termination, and # restrictions based on lapse of time shall be deemed to have lapsed, with respect to the one-thirdin lieu of the RSUs that are scheduled to vest investing schedule above, 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 theunvested Restricted Stock Units are granted,shall vest as to the number (rounded to the nearest whole share) of Restricted Stock Units obtained by multiplying the unvested Restricted Stock Units by a completed month only requires employment or servicefraction formed from dividing the Datefull number 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 lapsemonths of the restrictions set forth in [Exhibit A] hereto.Employee’s employment since the Grant Date by thirty-six (36). The remainder of Restricted Stock Units shall be cancelled and forfeited. For the avoidance of doubt, a transfer of employment between ​ Affiliates shall not constitute a termination of employment for purposes of this Agreement.

The foregoing vesting schedule notwithstanding, if the Employee’Grantee’s employment or service with the Company or any Subsidiary is terminatedContinuous Service terminates for any reason (including, but not limited to, voluntary termination by Employee andat any time before all of his or her Restricted Stock has vested, the Grantee’s unvested Restricted Stock shall be automatically forfeited upon such 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 withContinuous Service and neither the Company ornor any Subsidiary is terminatedAffiliate shall have any further obligations to the Grantee under this Award[cliff vesting -; provided, however, that notwithstanding the foregoing, if the Grantee ceases employment by reason of death, DisabilityDisability, or Retirement, then # restrictions based on Performance Goals, if any, shall lapse based on actual performance duringnormal or early retirement (as determined in the full performance period and # restrictions based on lapse of time shall be deemed to have lapsed, with respect to the one-thirddiscretion of the RSUs that are scheduled toCommittee), a prorated portion of the unvested Restricted Stock will 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 whichof the Award Date to the termination date, divided by the total number of months from the Award Date to the end of 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.Period].