. Except as may be provided under Section 2(b)(ii), upon termination of employment or service for any reason, Employee shall immediately forfeit all Performance-Based Restricted Stock Units that have not vested on or prior to the date of such termination, without the payment of any consideration or further consideration by the Company. In addition, if Employee is terminated for Cause, Employee shall immediately forfeit any right to receive shares of Common Stock that have not yet been delivered to Employee, or that have been delivered subject to the transfer restrictions described in Section 2(a)(i), in respect of previously vested Performance-Based Restricted Stock Units, without the payment of any consideration or further consideration by the Company. Upon forfeiture, neither Employee nor any successors, heirs, assigns, or legal representatives of Employee shall thereafter have any further rights or interest in the forfeited Performance-Based Restricted Stock Units or shares of Common Stock.

Termination of Employment or Service. Treatment of an Option upon termination of employment of a Participant shall be provided for by the Administrator in the Award Agreement.

Termination of Employment or Service. Treatment of a Stock Appreciation Right upon termination of employment of a Participant shall be provided for by the Administrator in the Award Agreement.

Termination of Employment or Service. (a) Upon termination of the Participant’s employment prior to the vesting dates set forth in Paragraph 1(ii) above due to death, retirement as defined in the Plan, or disability, as defined in the Long Term Disability Plan of the Company, # the shares of Common Stock covered by the Grant shall vest on the date of termination, and accrued dividends on said stock through the date of termination shall be paid, and # the Participant shall be entitled to a pro rata portion of any shares of Common Stock which would vest as of the vesting date in accordance with Paragraph 1(i), based upon the portion of the Measurement Period during which such Participant was employed by the Company, payable pursuant to Paragraph 2 above.

Termination of Employment or Service. Except as otherwise set forth in Section 2(d), in the event that the Grantee’s employment with or service to the Company and all Subsidiaries is terminated prior to the lapsing of restrictions with respect to any portion of any Restricted Shares granted hereunder, or the vesting of any Additional Opportunity granted hereunder, such Restricted Shares then subject to restriction or unvested portions of the Additional Opportunity, as applicable, that are held by the Grantee shall be immediately forfeited as of the date of such cessation of employment or service.

Service Termination. Except as set forth in Section 2(c) below and on [Schedule 1], upon the cessation of the Participant’s services with the Company for any reason, all unvested PSUs shall be automatically forfeited as of such cessation of services. For purposes of this PSU award, services with the Company shall include services as an employee or director of, or consultant or advisor to, the Company or to a parent or subsidiary of the Company, or any successor to the Company.

Employment and Service. The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service with the Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by the Administrator, for purposes of the Plan and all Awards, the following rules shall apply:

Continuation of Service; Termination of Employment. Executive hereby confirms that, effective as of March 20, 2015, or on such earlier date as the Company requests (the “Resignation Effective Date”), his employment with the Company and any Group Companies will be terminated and he will resign from any and all positions as an officer, director or employee of the Company and any Group Companies. The Company hereby confirms that Executive’s employment with the Company and the Group Companies will continue in effect under the terms of the Employment Agreement from the date hereof until the Resignation Effective Date. Executive agrees to remain employed by the Company and to carry out such duties as are reasonably requested by the Chief Executive Officer of the Company from time to time from the date hereof until the Resignation Effective Date. Executive agrees to execute any documents requested by the Company to implement his resignation from any positions with the Company or any Group Companies.

For all purposes of this Agreement, the term “Service Termination Date” shall mean the earlier of # the date, as determined by the Company, that you are no longer actively providing Service to the Company or, if different, an Affiliate that employs or otherwise contracts with you (the “Service Recipient”), and in the case of an involuntary termination of Service, such date shall not be extended by any notice period mandated under local law (e.g., active Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where you are providing Service or the terms of your employment or service agreement, if any); or # the date, as determined by the Company, that the Service Recipient is no longer an Affiliate of the Company.

Termination of Service. The Committee shall determine the effect on an Award of the disability, death, retirement or other termination of service of a Participant and the extent to which, and the period during which, the Participant’s legal representative, guardian or Designated Beneficiary may receive payment of an Award or exercise rights thereunder.