Termination of Service Relationship. Except as set forth in [Section 3(c)] of the Plan, if the Grantee’s Service Relationship terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.

Termination by Reason of Service Relationship. Except as set forthRetirement. If the Grantee's employment with the Company terminates by reason of Retirement (as defined in [Section 3(c)] of the Plan, ifPlan), the Grantee’s Service Relationship terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that havegranted hereunder shall not vested as of such datebe forfeited but shall automatically and without notice terminate and be forfeited, and neithersettled in Stock to the Grantee nor any of hison 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 her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.Section 5.2).

Termination of Service Relationship.Other Termination. Except as set forthprovided in [Section 3(Sections 2(b), 2(c)], 2(d) and 2(e), in the event of a termination of employment, the Plan, if the Grantee’s Service Relationship terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, anyGrantee will forfeit all Restricted Stock Units that havedo not vestedvest either before the termination date or on the termination date associated with such termination. Except as ofprovided in Section 2(e), no Restricted Stock Units will vest after the Grantee’s employment with the Company or an Affiliate has terminated for any reason. For clarification purposes, in the event the Grantee’s employment is terminated by the Company or an Affiliate for Cause, the outstanding Restricted Stock Units held by such dateGrantee shall automatically and without noticeimmediately terminate and be forfeited, and neither the Grantee nor any of hisno further force or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.effect.

Termination of Service Relationship. Except as set forth in [Section 3(c)] ofService. If the Plan, if the Grantee’sGrantee terminates Service Relationship terminates for any reason (includingother than on account of a Change in Control as provided for in [Section 5] below, or due to the death or disability) prior to the satisfactionDisability of the vesting conditions set forth in Paragraph 2 above,Grantee, any Restricted Stock UnitsRSUs that have not vested as of suchthe date of that termination shall automaticallybe 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 without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interestsshall then be vested in such unvested Restricted Stock Units.the RSUs.

Termination of Service Relationship. Except as set forth in [Section 3(c)] ofby Death or Disability. If the Plan, ifGrantee's employment by the Grantee’s Service RelationshipCompany terminates for anyby reason (includingof death or disability) prior toDisability (as defined in the satisfaction ofPlan), the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such dategranted hereunder shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.immediately vest.

Termination of Service Relationship. Except as set forth in [Section 3(c)] ofOther Termination. If the Plan, ifGrantee's employment by the Grantee’s Service Relationship terminatesCompany is terminated for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forthother than as described in Paragraph 2[Sections 3.1 through 3.4] above, anythen all Restricted Stock Units that have not vested asprior to the date of such date shall automaticallytermination of Grantee's employment will be forfeited and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereaftershall have anyno further rights or interests inwith respect to such unvested Restricted Stock Units.

Death, Disability or Retirement of Grantee. Unless otherwise provided in the applicable Award Agreement, in the event the Grantee has a Termination of Service Relationship. Except as set forth in [Section 3(c)] of the Plan, if the Grantee’s Service Relationship terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor anyon account of his or her successors, heirs, assigns,death, Disability or personal representativesRetirement, or the Grantee has a Termination of Service by the Company for any reason other than for Cause, during the applicable period of forfeiture, then restrictions under the Plan will thereafter have any further rights or interests in such unvestedimmediately lapse on all Restricted Stock Units.granted to the applicable Grantee.

Termination of Service Relationship.General. Except as otherwise set forth in [Section 3(c)]an effective employment, service or similar agreement between the Grantee and the Company or any of its Subsidiaries, the Plan,Grantee shall forfeit all unvested Restricted Stock Units if Grantee ceases to be a Service Provider for any reason, including the Grantee’s Service Relationship terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.Disability.

Termination of Service Relationship. Except as set forth in [Section 3(c)] of the Plan,The foregoing vesting schedule notwithstanding, if the Grantee’s Continuous Service Relationship terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above,at any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor anytime before all of his or her successors, heirs, assigns, or personal representatives will thereafterRestricted Stock has vested, the Grantee’s unvested Restricted Stock shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further rights or interests in such unvested Restricted Stock Units.obligations to the Grantee under this Award.

TerminationNotwithstanding anything to the contrary in this Agreement, all Restricted Stock Units granted hereunder shall terminate and be forfeited upon the occurrence of Service Relationship. Except as set forth in [Section 3(c)]any of the Plan, iffollowing events: Grantee’s becoming disabled, as defined by Section 409A of the Code; Grantee’s Service Relationship terminatesdeath; or the termination of the Grantee's employment for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units.no reason.