Retirement At or After Age 60. Notwithstanding [Section 3(a)], if a Participant ceases to be employed with the Company and the Related Companies prior to the last day of the Restricted Period, and as of the date of the termination the Participant # has satisfied the Rule of 70 and is at least age 60, or # is at least age 65 regardless of satisfaction of the Rule of 70, then a pro-rata number of the Restricted Stock Units subject to the Participant’s Award will become vested as of the date of such termination, with such pro-rata number to be based on the number of complete months the Participant was employed by the Company or a Related Company during the Restricted Period, divided by the total number of complete months in the Restricted Period. Notwithstanding the foregoing, if a Participant satisfies the conditions in [(i) or (ii)])] of the first sentence of this paragraph, then the Committee may allow the full vesting of all the Restricted Stock Units subject to the Participant’s Award if the Committee determines, in its discretion, that the Participant has made satisfactory contributions to set the Company on a successful trajectory for the period after the Participant’s retirement, including the Participant’s satisfactory transition of responsibilities to a successor.

Retirement at or After Age 60. Notwithstanding [Section 3(a)], if a Participant ceases to be employed with the Company and its Affiliates prior to the last day of the Performance Period, and as of the date of the termination the Participant has # satisfied the Rule of 70 and is at least age 60, or # the Participant is at least age 65 regardless of satisfaction of the Rule of 70, the Participant will earn, as of the date of termination, all of the Achieved Shares determined for the Participant at the end of the Measurement Period pursuant to [Section 2], if any.

The later of age ​ or the ​ anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.

XX Change in Control Event

Normal Retirement Date for a Participant shall be the first day of the month coinciding with or next following the Participant's 65th birthday.

XX # Full vesting upon Death.

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.

Disability After Age 55. If a Participant suffers a Disability on or after ​ and after the Participant's attainment of age 55, the amount of the benefit payable to the Participant under this [Article 5] shall be equal to the amount of the Lump Sum Payment under [Section 4.03], determined as if the Participant was not a Specified Employee and had retired (with the consent of the Compensation Committee, if the Participant's Disability occurs prior to attainment of age 60) on the date of his or her Disability.

“Qualifying Retirement” means your voluntary termination of employment after (i) attaining age 65, or (ii) attaining age 60 with 10 years of service, provided in either case that you have previously delivered written notice of retirement to the Company at least one year before your date of retirement. By way of illustration, and without limiting the foregoing, if (i) you are eligible to retire at age 62, (ii) you give one year notice at age 61 that you intend to retire at age 62, and (iii) you later terminate employment at age 61 prior to the end of the one-year notice period, then your retirement at age 61 would not constitute a Qualifying Retirement, and you would forfeit any and all Restricted Share Units that were not already vested on the date of retirement. However, if (i) you are eligible to retire at age 65, (ii) you give one year notice at age 64 that you intend to retire at age 65, and (iii) you terminate employment upon reaching age 65, then your retirement at age 65 would constitute a Qualifying Retirement, and any and all unvested Restricted Share Units would vest on the date of retirement.

% Owners in Service After Attaining Age 72 With regard to a Participant who is a 5% owner (as defined in Code Section 416), payment of a benefit under the Plan shall commence no later than the April 1 next following the calendar year in which such Participant attains age 72, regardless of whether the Participant has retired or otherwise terminated employment as of such date