Termination of Service. Except as otherwise set forth herein, with respect to any portion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such portion of the Option as set forth in (or determined in accordance with) [Schedule 1] hereof in order for such portion of the Option 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 that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 5(b) hereof) prior to vesting of any portion of the Option, the Grantee’s rights hereunder shall be determined as follows:

Termination of Service. Except as otherwise set forth herein, with respect to any portion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such portion of the Option as set forth in (or determined in accordance with) [Schedule 1] in order for such portion of the Option 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 that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in [Section 5(b)] hereof) prior to vesting of any portion of the Option, the Grantee’s rights hereunder shall be determined as follows:

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Shares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Shares as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Shares to vest and in order to retain the dividends paid prior to vesting with respect to such Awarded Shares. 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 that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows:

Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if # the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as defined, as of the date hereof, in the Plan for all purposes of this Agreement) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in [Schedule 1], and # the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option.

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:

Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if # the Grantee is not a party to a Retention Agreement with the Company, and # the Grantee’s Service is terminated other than for Cause or Disability during the 24-month period following a Change in Control (as defined, as of the date hereof, in the Plan for all purposes of this Agreement), the then-unvested portion of the Option shall vest and the portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option.