Retirement. If Grantee’s employment is terminated at least six (6) months following the Grant Date as a result of Retirement, the Restricted Stock Units shall continue to vest through the Vesting Dates, and the Company will deliver to Grantee, or his or her legal representative, one Share for each Restricted Stock Unit vested on that date in accordance with paragraph 2.

Retirement Eligible upon Total Disability or Death. If Grantee’s employment is terminated at least six (6) months following the Grant Date as a result of Total Disability or death (provided Grantee is Retirement Eligible at the time of any such termination), the Restricted Stock Units will continue to vest through the Vesting Dates, and the Company will deliver to Grantee, or his or her legal representative, one share of the Company’s Capital Stock for each Restricted Stock Unit vested on that date in accordance with paragraph 2.

Termination by Reason of Retirement. If the Grantee's employment with the Company terminates by reason of Retirement (as defined in the Plan), the Restricted Stock Units granted hereunder shall not be forfeited but shall be settled in Stock to the Grantee on 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 Section 5.2).

If the Grantee terminates employment during the Restriction Period because of the Grantee’s Retirement, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.

In the event of the termination of Grantee’s Continuous Service at least 12 months after the Date of Grant as a result of Grantee’s “Retirement” (defined as Grantee’s voluntary termination of employment at or after age 65 and with no less than 5 years of service as determined by the Company), any unvested Restricted Share Units shall become vested in full on Grantee’s termination date, subject to the consent of the Committee (or its delegate).

Not Retirement Eligible upon Total Disability or Death; Involuntary Termination. If Grantee’s employment is terminated at least six (6) months following the Grant Date: # as the result of Grantee’s Total Disability or death and Grantee is not Retirement Eligible; or # by the Company for reasons other than Cause and Grantee is not Retirement Eligible, Grantee shall vest on the applicable Vesting Date in a prorated portion of his or her Restricted Stock Units under this Agreement according to the following formula:

Except as set forth in Section 2(e) below, if the Grantee terminates employment on or before the first Vesting Date because of an Involuntary Termination, 33% of the Grantee’s Restricted Stock Units will automatically vest on the date of such termination of employment and the remaining unvested Restricted Stock Units shall be immediately forfeited. If the Grantee terminates employment during the Restriction Period and after the first Vesting Date because of an Involuntary Termination, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.

If the Restricted Stock Units vest in accordance with Section 2(b) (Retirement), Section 2(c) (Involuntary Termination), or Section 2(d) (death or Disability), the Grantee shall receive payment of the vested Restricted Stock Units within 90 days after the date of the Grantee’s termination of employment on account of Retirement, Involuntary Termination or death, or the date of Disability, as applicable.

Except as otherwise provided below, the Company shall deliver to Grantee one Share for each vested Restricted Stock Unit during the month following each applicable Vesting Date. Unless terminated earlier under paragraph 5 below, a Grantee’s rights under this Agreement shall terminate with respect to each Restricted Stock Unit at the time such Restricted Stock Unit is converted into a Share.

Termination. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 15 below, in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries for any reason.