In the event Grantee ceases to be a Non-Employee Director due to Retirement, all Stock Appreciation Rights held by such Grantee shall continue to vest in accordance with the terms of the Grant and all such Stock Appreciation Rights shall be exercised on the date determined by the Committee and set forth in the Grant Agreement evidencing such Grant.

In the event Grantee ceases to be a Non-Employee Director due to Retirement,death or Disability, all Stock Appreciation Rights held by such Grantee shall continue to vest in accordance withimmediately on the termsdate of the Grantsuch Grantee’s death or Disability and all such Stock Appreciation Rights shall be exercised onwithin one (1) year of the date determined by the Committee and set forth in the Grant Agreement evidencing such Grant.of death or Disability.

In the event Grantee ceases to be a Non-Employee Director due to Retirement, allthe Restricted Stock Appreciation Rights held byGrant to such Grantee shall terminate, accelerate or continue to vest in accordance with the terms of theas to all Shares covered by such Grant and all such Stock Appreciation Rights shall be exercised on the dateas determined by the Committee and set forth in the Grant Agreement evidencing such Grant.

In the event Grantee ceases to be a Non-Employee Director due to Retirement, all Stock Appreciation RightsOptions held by such Grantee shall continue to vest in accordance with the terms of the Grant and all such Stock Appreciation RightsOptions shall be exercised on the date determined by the Committee and set forth in the Grant Agreement evidencing such Grant.