Termination of Service. Unless otherwise provided in an effective employment, consulting, severance or similar agreement with the Company or a Subsidiary, or as otherwise may be determined by the Committee, # upon a the Grantee’s termination of employment with the Company # at any time, due to the Grantee’s death or Disability or # within 24 months following a Change in Control, by the Company or a Subsidiary without Cause or by the Grantee for Good Reason, the unvested portion of the PSUs shall vest in full (with the applicable Performance Goals being deemed to have been achieved at target or, if greater, actual levels), the Performance Period shall terminate and the PSUs shall be settled in accordance with [Section 3.2] and # upon the Grantee’s termination of employment with the Company for any other reason, the unvested portion of the PSUs shall be forfeited with no compensation due the Grantee.

#Termination of Employment. Except as set forth in [Exhibit A] to this Agreement, if the Grantee’s employment with the Company or its Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in [Exhibit A] to this Agreement, any PSUs 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 PSUs.