Age 65 Retirement. In the event that, during the Restricted Period, you are eligible at such time for Retirement (as that term is defined under [Section 2(x)(i)] of the Plan, which requires that you are least age 65), and you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date, you shall be deemed fully vested in (i.e., the Restricted Period shall expire with respect to) the RSUs granted (taking into account RSUs previously vested) on the later of the date that you reach age 65 or the date that is the first anniversary of the Award Date (and, if you have not held the Award for at least one year following the Award Date as of the date that you incur a termination, the vesting of your Award will not be accelerated under this [Section 2(c)(i)], and you shall forfeit the Award). The timing of settlement of such RSUs shall be governed by [Section 2(b)] hereof. Following your Retirement, any RSUs that have not been deemed vested and that thereafter will not be deemed vested under this [Section 2(c)(i)] will be canceled and forfeited.

Early Retirement at Age 65 Retirement.55 with 10 Years of Service. In the event that, duringyour employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, or you voluntarily terminate your employment prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under [Section 2(x)(i)ii)] of the Plan, which requires that you are at least age 65)55 with at least 10 years of service), andyou shall be deemed vested in (i.e., the Restricted Period shall expire with respect to) a prorated portion of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date, you shall be deemed fully vested in (i.e., the Restricted Period shall expire with respect to) the RSUs granted (taking into account RSUs previously vested) on the later of the date that you reach age 65 or the date that is the first anniversary of the Award Date (and, if you have not held the Award for at least one year following the Award Date as of the date that you incur a termination, the vesting of your Award will not be accelerated under this [Section 2(c)(i)ii)], and you shall forfeit the Award). The timing of settlement of such RSUs shall be governed by [Section 2(b)] hereof. Following your Retirement, any RSUs that have not been deemed vested and that thereafter will not be deemed vested under this [Section 2(c)(i)ii)] will be canceled and forfeited.

Retirement under “Rule of 70”. In the event that, duringyour employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are eligible at such time for Retirement (as that term is defined under [Section 2(x)(i)iii)] of the Plan, which requires that you are least age 65)meet the “Rule of 70”), andyou shall be deemed vested in (i.e., the Restricted Period shall expire with respect to) a prorated portion of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date, you shall be deemed fully vested in (i.e., the Restricted Period shall expire with respect to) the RSUs granted (taking into account RSUs previously vested) on the later of the date that you reach age 65 or the date that is the first anniversary of the Award Date (and, if you have not held the Award for at least one year following the Award Date as of the date that you incur a termination, the vesting of your Award will not be accelerated under this [Section 2(c)(i)iii)], and you shall forfeit the Award). The timing of settlement of such RSUs shall be governed by [Section 2(b)] hereof. Following your Retirement, any RSUs that have not been deemed vested and that thereafter will not be deemed vested under this [Section 2(c)(i)] will be canceled and forfeited.

Termination by Company if not Retirement-Eligible. In the event that, duringyour employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are not eligible at such time for Retirement (as that term is defined under [Section[[Section 2(x)(i), (ii), or (iii)])])]])])] of the Plan, which requiresPlan), you shall be vested in (i.e., the Restricted Period shall expire with respect to) a prorated portion of RSUs granted (taking into account RSUs previously vested), provided that you are least age 65), and you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date, you shall be deemed fully vested in (i.e., the Restricted Period shall expire with respect to) the RSUs granted (taking into account RSUs previously vested) on the later of the date that you reach age 65 or the date that is the first anniversary of the Award Date (and, if you have not held the Award for at least one year following the Award Date as of the date that you incur a termination, the vesting of your Award will not be accelerated under this [Section 2(c)(i)d)], and you shall forfeit the Award). The timing of settlement of such RSUs shall be governed by [Section 2(b)] hereof. Following your Retirement, any RSUs that have not been deemed vested and that thereafter will not be deemed vested under this [Section 2(c)(i)] will be canceled and forfeited.

In the event that, during the Restricted Period, you are eligible at such time forof your Retirement (as that term is defined under [Section 2(x)(i)]in the Plan; however, if such Retirement is voluntary, you shall forfeit all unvested RSUs on the date of termination) prior to the end of the Plan, which requiresRestricted Period, you, shall be deemed vested and entitled to settlement of (i.e., the Restricted Period shall expire with respect to) a proportionate number of the total number of RSUs granted, provided that you are least age 65), and you haveyour employment has not been continuously employedterminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to Plan [Section 2(x)(iii)], and you are employed in the United States or Puerto Rico at least one year following the Award Date,time of your Retirement, you shall be deemed fully vestedentitled to the pro rata vesting described in (i.e.,this [Section 2(c)] only if you execute and do not revoke a release in favor of the Restricted Period shall expire with respect to)Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory to the RSUs granted (taking into account RSUs previously vested) onCompany; if you fail to execute or revoke the laterrelease, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that you reach age 65 or the date that is the first anniversary of the Award Date (and, if you have not held the Award for at least one year following the Award Dateare unvested as of the date that you incur a termination, the vesting of your Award will not be accelerated under this [Section 2(c)(i)], and you shall forfeit the Award). The timing of settlement of such RSUs shall be governed by [Section 2(b)] hereof. Following your Retirement, any RSUs that have not been deemed vested and that thereafter will not be deemed vested under this [Section 2(c)(i)] will be canceled and forfeited.employment terminates.

Retirement and Death. In the event that, during the Restricted Period, you are eligible at such time forof your Retirement (as that term is defined under [Section 2(x)(i)]in the Plan; however, if you have become Retirement eligible but remain employed, some or all of your RSUs held for at least one year will no longer have a substantial risk of forfeiture prior to your Retirement) or your death while employed by the Company or a subsidiary of the Plan, which requiresCompany prior to the end of the Restricted Period, you, or your estate or legal heirs, as applicable, shall be deemed vested and entitled to settlement (i.e., the Restricted Period shall expire with respect to) of a proportionate number of the total number of RSUs granted (taking into account RSUs previously vested), provided that you are least age 65), and you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date,Date and your employment has not been terminated by the Company or a subsidiary of the Company for misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company. If you are only eligible for Retirement pursuant to [Section 2(x)(iii)] of the Plan, and you are employed in the United States or Puerto Rico at the time of your Retirement, you shall be deemed fully vestedentitled to the proportionate vesting described in (i.e.,this [Section 2(c)] only if you execute and do not revoke a release in favor of the Restricted Period shall expire with respect to)Company and its predecessors, successors, affiliates, subsidiaries, directors and employees in a form satisfactory to the RSUs granted (taking into account RSUs previously vested) onCompany; if you fail to execute or revoke the laterrelease, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that you reach age 65 or the date that is the first anniversary of the Award Date (and, if you have not held the Award for at least one year following the Award Dateare unvested as of the date that you incuryour employment terminates. Please visit “Mybms” and click on the tab “RSU Pro-Rata Illustration” for a termination,discussion on determining the vestingproportionate number of your Award will not be acceleratedRSUs to become vested and non-forfeitable upon your Retirement or death. RSUs that become vested and non-forfeitable under this [Section 2(c)(i)] shall be distributed in accordance with [Section 2(b)] (i.e., within 60 days of the date of your death or Retirement, subject to the ​ Compliance Rules, including rules applicable upon the signing of a release). In the event of your becoming vested hereunder on account of death, or in the event of your death subsequent to your Retirement hereunder and you shall forfeitprior to the Award). The timingdelivery of shares in settlement of suchRSUs (not previously forfeited), shares in settlement of your RSUs shall be governed by [Section 2(b)] hereof. Followingdelivered to your Retirement,estate or legal heirs, as applicable, upon presentation to the Committee of letters testamentary or other documentation satisfactory to the Committee, and your estate or legal heirs, as applicable, shall succeed to any RSUs that have not been deemed vested and that thereafter will not be deemed vested under this [Section 2(c)(i)] will be canceled and forfeited.other rights provided hereunder in the event of your death.

Retirement (as that term is defined under [Section 2(x)(i)] of the Plan, which requires that you are least age 65), and you have been continuously employed by the CompanyEligibility. If, on or a subsidiary of the Company for at least one year following the Award Date, you shall be deemed fully vested in (i.e., the Restricted Period shall expire with respect to) the RSUs granted (taking into account RSUs previously vested) on the later of the date that you reach age 65 or the date that isafter the first anniversary of the AwardGrant Date (and, if you have not held(and prior to the Award for at least one year followingVesting Date), the Award DateGrantee attains age 60 and completes 5 years of continuous employment with the Company and its Affiliates, then the RSU shall vest as of the date that you incur a termination, the vesting of your Award will not be accelerated under this [Section 2(c)(i)], and you shall forfeit the Award). The timing of settlement of such RSUs shall be governed by [Section 2(b)] hereof. Following your Retirement, any RSUs that have not been deemed vested and that thereafter will not be deemed vested under this [Section 2(c)(i)] will be canceled and forfeited.date.