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 Grantee terminates employment during the Restriction Period and after the first Vesting Date because of an Involuntary Termination,the Grantee’s Retirement, the Grantee’s Restricted Stock Units will automatically vest in full on the date of such termination of employment.

Vesting. The Restricted Stock Units will automaticallyshall vest in full and become nonforfeitable on the datefirst anniversary of such terminationthe Date of employment andGrant, or if earlier, upon the remainingGrantee’s Termination of Service for any reason other than removal for cause as described in [Article II], [Section 4] of the Company’s bylaws (the “Vesting Date”). If a Grantee’s Termination of Service is due to removal for cause as described in [Article II], [Section 4] of the Company’s bylaws, any unvested Restricted Stock Units shall then be immediately forfeited. If the Grantee terminates employment during the Restriction Periodforfeited and after the first Vesting Date because of an Involuntary Termination, the Grantee’s Restricted Stock Unitsno settlement will automatically vest in full on the date of such termination of employment.be made with respect thereto.

The foregoing vesting schedule notwithstanding, if the Grantee’s Continuous Service terminates for any reason at any time before all of his or her Restricted 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 obligations to the Grantee under this Award[cliff vesting -; provided, however, that notwithstanding the foregoing, if the Grantee terminatesceases employment onby reason of death, Disability, or beforenormal or early retirement (as determined in the first Vesting Date because of an Involuntary Termination, 33%discretion of the Grantee’s Restricted Stock Units will automatically vest onCommittee), a prorated portion of the date of such termination of employment and the remaining unvested Restricted Stock Units shall be immediately forfeited. Ifwill vest based on the Grantee terminates employment during the Restriction Period and afternumber of months from the first Vestingday of the month of the Award Date becauseto the termination date, divided by the total number of an Involuntary Termination,months from the Grantee’sAward Date to the end of the Restricted Stock Units will automatically vest in full on the date of such termination of employment.Period].

Other Termination. Except as set forthprovided in [Sections 2(b), 2(c), 2(d) and 2(e)])])])], in the event of a termination of employment, the Grantee will forfeit all Restricted Stock Units that do not vest either before the termination date or on the termination date associated with such termination. Except as provided 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, no Restricted Stock Units will automatically vest onafter the date of such termination ofGrantee’s employment andwith the remaining unvestedCompany 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 Grantee shall immediately terminate and 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.no further force or effect.

Within a reasonable period of time after each Vesting Date because(and in no event later than the March 15th following the year in which the applicable Vesting Date occurs), the Company shall pay and transfer to Employee a number of an Involuntary Termination, 33%shares of Stock equal to the Grantee’saggregate number of Restricted Stock Units will automatically vestthat Vested on such Vesting Date. In the dateevent that Employee’s employment with the Company terminates prior to the end of suchthe Restricted Period for any reason other than a termination of employment anddue to death or Disability or in accordance with [Section 10(b)] of the remaining unvestedPlan (qualifying terminations of employment within one year following a Change in Control), then any portion of Restricted Stock Units that has not then become Vested 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.forfeited automatically.

Retirement. If Grantee’s employment is terminated at least six (6) months following the Grant Date as set forth in [Section 2(e)] below, ifa result of Retirement, 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. Ifcontinue to vest through the Grantee terminates employment duringVesting Dates, and the Restriction Period and after the first Vesting Date because of an Involuntary Termination, the Grantee’sCompany will deliver to Grantee, or his or her legal representative, one Share for each Restricted Stock Units will automatically vestUnit vested on that date in full on the date of such termination of employment.accordance with paragraph 2.

Termination by the Grantee terminatesCompany for Cause. If the Grantee's employment on or beforewith the first Vesting Date because of an Involuntary Termination, 33% of the Grantee’sCompany is involuntarily terminated for Cause, then all Restricted Stock Units will automatically vest onthat have not vested prior to the date of such termination of Grantee's employment will be forfeited and the remaining unvestedGrantee shall have no further rights with respect to such 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.Units.

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 set forthprovided in [Section 2(e)] below,2] (or otherwise) as if the Grantee terminateshad continued employment on or before the firstthrough each such Vesting Date because of an Involuntary Termination, 33% of the Grantee’s Restricted Stock Units will automatically vest on the date of(or 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.other vesting event pursuant to [Section 3.3] or [Section 5.2]).

Except for death or Disability as set forthprovided above, or except as otherwise provided in [Section 2(e)] below,a severance agreement with Grantee, if Grantee terminates his or her employment or if the Company terminates Grantee terminatesprior to the Vesting Date, the Restricted Stock shall cease to vest further, the unvested Shares of Restricted Stock shall be immediately forfeited, and Grantee shall only be entitled to the Restricted Stock that has vested as of his or her Date of Termination. “Date of Termination” means the last day of active employment on or before the first Vesting Date because of an Involuntary Termination, 33% of the Grantee’s Restricted Stock Units will automatically vest onGrantee with the Company. For greater certainty, the Date of Termination of the Grantee shall be deemed to be the date on which the notice of such termination of employment provided is stated to be effective (in the case of alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the remaining unvested Restricted Stock Units shall be immediately forfeited. Ifend of any period following such date during which the Grantee terminates employment during the Restriction Period and after the first Vesting Date becauseis in receipt of, or eligible to receive, statutory, contractual or common law notice of an Involuntary Termination, the Grantee’s Restricted Stock Units will automatically vesttermination or any compensation in full on the datelieu of such termination of employment.notice or severance pay.