In the event that the Grantee’s employment or other service is terminated prior to the end of the Vesting Period by reason of the Grantee’s retirement at or beyond age fifty-five (55) and the Grantee has five (5) or more years of service with the Company prior to such retirement, the Grantee will become vested in a pro rata portion of Award Units based on the number of calendar days elapsed in the Vesting Period as of the date of retirement (e.g., If the Grantee was granted 1,200 Award Units, and if retirement occurs 730 calendar days into the 1,095 calendar days vesting period, then the Grantee will become vested with respect to an aggregate of 800 Award Units and the remaining 400 Award Units will immediately terminate and be forfeited without notice of any kind) pending completion of the Performance Period and final determination of the Adjusted Award Units.

“Position Elimination” means any permanent, involuntary termination of a Participant’s active employment with the Company as a result of a job elimination due to a reduction in force, outsourcing or elimination of position, as determined by the Committee in its sole and absolute discretion.

Termination Due to Disability. In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of # the date 12 months following such termination of Continuous Service (or such longer or shorter period specified in the Option Agreement), or # the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.

Termination Due to Job Elimination. If you experience a Termination of Service due to the elimination of your position with the Company or any Related Company, and if neither [Section 3(d)] nor [clause (ii)] in the second paragraph of [Section 3(f)] is applicable, the Awards will continue to vest for one year following your Termination of Service and the earned and vested Awards will be settled as provided in [Section 2]. The remaining unvested portion of the Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited portion of the Awards. For the avoidance of doubt, if your Termination of Service by reason of the elimination of your position with the Company or any Related Company occurs more than one year before the scheduled vesting date (i.e., the third anniversary of the Grant Date), then all Awards with respect to that performance period will be forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited Awards.

Termination Due to Disability. The Company reserves the right to terminate this Agreement immediately after the Consultant suffers any physical or mental disability that, in the Company’s sole determination, would prevent the performance of the Consultant’s duties under this Agreement. A termination pursuant to this section shall be effected by giving ten days’ written notice of termination to the Consultant.

Termination Due to Job Elimination. If you experience a Termination of Service due to the elimination of your position with the Company or any Related Company, and if neither [Section 3(d)] nor [clause (ii)] in the second paragraph of [Section 3(f)] is applicable, the Awards will continue to vest for one year following your Termination of Service and the vested Awards will be settled as provided in [Section 2]. The remaining unvested portion of the Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited portion of the Awards.

Termination of Employment Due to Job Elimination. If your employment is involuntarily terminated due to the elimination of your position with the Company or any Related Company, and if [clause (ii)] in the second paragraph of [Section 3(f)] is not applicable, your Awards will continue to vest as provided in [Section 1] for one year following your termination and your earned and vested Awards will be released as provided in [Section 2]. The remaining unvested portion of your Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards. For example, if your termination occurs more than one year before the scheduled vesting date (i.e., the third anniversary of the Grant Date), then all Awards with respect to that performance period will be forfeited and no Shares will be issued or issuable with respect to such forfeited Awards.

Termination Due to Job Elimination. If you experience a Termination of Service due to the elimination of your position with the Company or any Related Company, and if neither [Section 3(d)] nor [clause (ii)] in the second paragraph of [Section 3(f)] is applicable, the Awards will continue to vest for one year following your Termination of Service and the vested Awards will be settled as provided in [Section 2]. The remaining unvested portion of the Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited portion of the Awards.

Termination Due to Job Elimination. If you experience a Termination of Service due to the elimination of your position (i.e., the role or function you occupy) with the Company or any Related Company, and if neither [Section 3(d)] nor [clause (ii)] in the second paragraph of [Section 3(f)] is applicable, the Awards will continue to vest for one year following your Termination of Service and the earned and vested Awards will be settled as provided in [Section 2]. Any unvested Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable or other compensation payable with respect to such unvested Awards. For the avoidance of doubt, if your Termination of Service by reason of the elimination of your position with the Company or any Related Company occurs more than one year before the scheduled vesting date, then all Awards with respect to the Performance Period will be forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited Awards.

Termination Due to Death. This Agreement shall be terminated upon the death of the Consultant and no further payments shall be made pursuant to its terms.