Employment Requirement. Except as otherwise provided in this Agreement, in the event that Participant ceases to be an employee of Corporation or a Subsidiary for any reason prior to the Vesting Date, all unvested RSUs will be forfeited immediately. For purposes of this Agreement, "employment" includes periods of illness or other leaves of absence authorized by the Employer.

Vesting Terms. Vesting is dependent upon Participant’s continued employment by the Company or its Affiliates through each applicable vesting date. Except as otherwise provided herein, all unvested RSUs shall be forfeited, and all rights of Participant to such RSUs shall immediately terminate, upon the termination of Participant’s employment with the Company or its Affiliates.

Except as otherwise set forth in this Agreement, if the Participant ceases to be employed or providing services for any reason by the Company or by an Affiliate (the “Termination”) prior to a vesting date set forth in the Grant Detail, then as of the date on which the Participant’s employment or service terminates, all unvested RSUs shall immediately be forfeited to the Company and this Agreement shall terminate and be of no further force or effect.

Forfeiture. Upon the Participant’s termination of employment with the Corporation and its Subsidiaries for any reason prior to the Normal Vesting Date, any RSUs that do not become vested upon or after such employment termination in accordance with the terms of this Agreement shall be immediately canceled and forfeited for no consideration as of the Participant’s termination of employment. Any RSUs that are outstanding but do not become vested on the Normal Vesting Date in accordance with the terms of this Agreement shall be cancelled and forfeited for no consideration as of the Normal Vesting Date.

Forfeiture. Upon termination of the Participant’s employment with the Corporation and its Subsidiaries for any reason prior to the Normal Vesting Date, any RSUs that do not become vested upon or after such employment termination in accordance with the terms of this Agreement shall be immediately canceled and forfeited for no consideration at the time of termination of the Participant’s employment. Any RSUs that are outstanding but do not become vested on the Normal Vesting Date in accordance with the terms of this Agreement shall be cancelled and forfeited for no consideration as of the Normal Vesting Date.

Employment Requirement; Forfeiture. Except as provided in Section 3(b), (c), (d) or (e), or otherwise determined by the Committee, in order to become vested in (i.e., earned) Performance RSUs under the terms of this Agreement, the Grantee must have been in the continuous employment of the Company (or a Subsidiary or Affiliate of the Company) from the Grant Date through the close of business on the Vesting Date (or such earlier date on which the Performance RSUs become vested under Section 3(b), (c), (d) or (e)). The Grantee shall not be deemed to be employed by the Company (or a Subsidiary or Affiliate of the Company) if the Grantee’s employment has been terminated, even if the Grantee is receiving severance in the form of salary continuation through the regular payroll system. If the Grantee terminates employment with the Company (or a Subsidiary or Affiliate of the Company) for any reason other than Retirement as set forth in Section 3(c), Involuntary Termination Without Cause as set forth in Section 3(c), Disability, or death, the Grantee shall forfeit any Performance RSUs granted under this Agreement that are not vested as of such date and such Performance RSUs shall no longer be eligible to vest.

Except as otherwise set forth in this Agreement, if the Participant ceases to be employed, or providing services, for any reason by the Company or by an Affiliate (the “Termination”) prior to a vesting date set forth in the Restricted Stock Unit Award Grant Notice, then as of the date on which the Participant’s employment or service terminates, all unvested RSUs shall immediately be forfeited to the Company and this Agreement shall terminate and be of no further force or effect.

Other Termination of Employment. If, prior to issuance of shares the RSUs pursuant to the Vesting Schedule, Participant ceases to be an employee of the Company for any reason (voluntary or involuntary), then (except as set forth in Section 4 above) Participant’s rights to all of the unvested RSUs shall be immediately and irrevocably forfeited.

Termination of Employment; Forfeiture. Except as provided in Section 3.2, upon the termination of the Participant’s Service for any reason, all RSUs shall be forfeited immediately. Notwithstanding anything in this Agreement to the contrary, if the Participant voluntarily terminates employment with the Company and, at the effective date of such termination (the “Retirement Date”), # the Participant has worked full time for the Company (for purposes of this Section 3.3, the Company shall include the predecessor entity of the Company and affiliated entities thereof) for no less than ten years, # the Participant is at least 65 years of age, and # the Committee has approved the vesting of one-hundred percent (100%) of the RSUs for such Participant, then, commencing on the Retirement Date, unless the Participant is then, or at any time on or prior to the three year anniversary of the Grant Date, in breach of any of Participant’s obligations under an applicable Employment Agreement or in beach of any restrictive covenants set forth in any written agreement between the Participant and the Company or a Subsidiary Corporation), if any (in which case, all then-unvested RSUs will be forfeited), then, notwithstanding such termination of the Participant’s Service by the Participant, the RSUs shall continue to vest pursuant to the vesting schedule described in Section 3.1, above, and the other terms hereof shall continue to be in effect.

Upon termination of the Participant’s employment with the Company or a Subsidiary for any reason other than death, Disability or one of the reasons set forth in Section 3(a)(ii), the Participant shall forfeit any and all RSUs which have not vested as of the date of such termination and such units shall revert to the Company without consideration of any kind.

If the Participant's employment with the Company is terminated by the Company for Cause or by the Participant without Good Reason, then any unvested RSUs shall be forfeited and all of the Participant's rights hereunder with respect to such unvested RSUs (and any Dividend Equivalent Rights, as defined below) shall cease as of the effective date of such termination of employment.