Separation from Service Due to Death, Disability or Retirement During Performance Period. In the event of a Participant’s Separation from Service because of death, Disability or Retirement during the Performance Period, the holder of a Performance Unit shall receive a prorata payment based on the number of months’ service during the Performance Period but taking into account the achievement of performance goals during the entire Performance Period. Payment shall be made as specified in the applicable Award Agreement after completion of the applicable Performance Period at the time payments are made to Participants who did not have a Separation from Service during the Performance Period.

Separation from Service Due to Death, Disability or Retirement During Performance Period. In the event of a Participant’s Separation from Service because of death, Disability or Retirement during the Performance Period, the holder of a Performance UnitShare shall receive a prorata payment based on the number of months’ service during the Performance Period but taking into account the achievement of performance goals during the entire Performance Period. Payment shall be made as specified in the applicable Award Agreement after completion of the applicable Performance Period at the time payments are made to Participants who did not have a Separation from Service during the Performance Period.

Separation from Service Dueon account of Retirement or involuntary termination without Cause prior to Death, Disability or Retirement During Performance Period. In the eventexpiration of a Participant’s Separation from Service because of death, Disability or Retirement during the Performance Period, the holder ofany performance period applicable to a Performance Unit granted to the Participant, the Participant shall receivebe entitled to receive, following the expiration of such performance period, a prorata payment based on the numberpro-rata portion of months’ service duringany amounts otherwise payable with respect to, or a pro-rata right to exercise, the Performance Period but taking into account the achievement of performance goals during the entire Performance Period. Payment shall be made as specified in the applicable Award Agreement after completion of the applicable Performance Period at the time payments are made to Participants who did not have a Separation from Service during the Performance Period.Unit;

Separation from Service Dueon account of Retirement or involuntary termination without Cause prior to Death, Disability or Retirement During Performance Period. In the eventexpiration of a Participant’s Separation from Service because of death, Disability or Retirement during the Performance Period, the holder ofany performance period applicable to a Performance Unit granted to the Participant, the Participant shall receivebe entitled to receive, following the expiration of such performance period, a prorata payment based on the numberpro-rata portion of months’ service duringany amounts otherwise payable with respect to, or a pro-rata right to exercise, the Performance Period but taking into account the achievement of performance goals during the entire Performance Period. Payment shall be made as specified in the applicable Award Agreement after completion of the applicable Performance Period at the time payments are made to Participants who did not have a Separation from Service during the Performance Period.Unit;

In the event a Participant ceases to Death,be employed by the Company due to Disability or Retirement Duringprior to the end of the Performance Period, the Participant will be eligible to receive a prorata award on the scheduled payout dates. The award will be determined based on actual performance for the full Performance Period and will be prorated based on the number of full months of eligible service completed during the thirty-six (36) month Performance Period. In the event of a Participant’s Separation from Service becauseParticipant ceases to be employed by the Company due to Disability following the end of death, Disability or Retirement during the Performance Period, the holderParticipant will be eligible to receive any unpaid, earned portions of a Performance Unit shall receive a prorata payment basedthe award on the numberscheduled payout dates as if there was no termination of months’ service during the Performance Period but taking into account the achievement of performance goals during the entire Performance Period. Payment shall be made as specified in the applicable Award Agreement after completion of the applicable Performance Period at the time payments are made to Participants who did not have a Separation from Service during the Performance Period.employment.

TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY OR RETIREMENT. Unless otherwise designated by the Committee, and set forth in the Participant's Award Agreement, in the event the employment (or service) of a Participant’s Separation from Service because ofParticipant is terminated due to death, Disability or Retirement during thea Performance Period, the holder of a Performance UnitParticipant shall receive a prorata paymentprorated payout of the Performance Units/Shares. The prorated payout shall be determined by the Committee, shall be based onupon the numberlength of months’ servicetime that the Participant held the Performance Units/Shares during the Performance Period but taking into accountand shall further be adjusted based on the achievement of the preestablished performance goals during the entire Performance Period. Payment shall be made as specified in the applicable Award Agreement after completion of the applicable Performance Period at the time payments are made to Participants who did not have a Separation from Service during the Performance Period.goals.