Termination of Service. Except as otherwise provided in the Plan or as determined by the Committee, if Participant’s service as a member of the Board of Directors terminates for any reason other than death or Disability, all Restricted Stock held by Participant which is unvested or subject to restriction at the time of such termination shall be automatically forfeited immediately after such termination. In the event Participant dies while serving on the Board of Directors, all Restricted Stock held by Participant shall vest in full immediately after Participant’s death, and the Company shall process such vesting within thirty (30) days of receipt of notice thereof. In the event Participant resigns or is removed from the Board of Directors as a result of Participant’s Disability, all Restricted Stock held by Participant shall vest in full immediately after such resignation or removal, and the Company shall process such vesting within thirty (30) days of the date on which the Committee determines that such resignation or removal was the result of Participant’s Disability (but not later than December 31 of the year of such resignation or removal, or if later, the 15th day of the third calendar month following such resignation or removal).

Termination of Service.Employment. Except as otherwise provided in the PlanPlan, including [Section 11] (Change in Control Provisions) and [Section 14(d)] thereof, or as determined by the Committee,in this Paragraph 8, if Participant’s service as a member ofemployment with the Board of DirectorsCompany or any Subsidiary or Affiliate terminates for any reason other than death or Disability,reason, the Award and all Restricted Stock Units (and any related Dividend Equivalents) held by Participant which isthat are unvested or subject to restriction at the time of such termination shall be forfeited automatically forfeited immediately after such termination. InNotwithstanding the foregoing, in the event Participant dies while serving on the Board of Directors, all Restricted Stock held by Participant shall vest in full immediately afterthat Participant’s death, and the Company shall process such vesting within thirty (30) days of receipt of notice thereof. In the event Participant resigns or is removed from the Board of Directorsemployment terminates as a result of Participant’s Disability, alldeath, then the Restricted Stock held byUnits (and any related Dividend Equivalents) will vest to the extent that the Award would have vested if Participant shall vest in full immediately after such resignation or removal,had remained employed for one year following the date of death, and the Company shall process such vesting within thirty (30) daysbalance of the date on whichAward, if any, shall be forfeited. The Company will process any vesting pursuant to the Committee determines that such resignation or removal wasterms of the resultimmediately preceding sentence within 30 days following its receipt of notice of Participant’s Disability (but not later than December 31 of the year of such resignation or removal, or if later, the 15th day of the third calendar month following such resignation or removal).death.

Section # Vesting. Unless otherwise provided in the Plan or as determined byStock Award Agreement, all unvested Awards shall become immediately vested upon the Committee, if Participant’s termination of service as a member of the Board prior to the expiration of Directors terminates for any reason other than death or Disability, allthe Restricted Stock held by Participant which is unvested or subject to restriction at the time of such termination shall be automatically forfeited immediately after such termination. In the event Participant dies while serving on the Board of Directors, all Restricted Stock held by Participant shall vest in full immediately after Participant’s death, and the Company shall process such vesting within thirty (30) days of receipt of notice thereof. In the event Participant resigns or is removed from the Board of DirectorsPeriod as a result of the Participant’s Disability, all Restricted Stock held by Participant shall vest in full immediately after such resignationRetirement, death or removal, and the Company shall process such vesting within thirty (30) daysDisability. Upon a Participant’s termination of service as a member of the date on whichBoard for any other reason prior to the expiration of the Restricted Period, all unvested Awards shall be forfeited to Dillard’s and be available for reissuance under the Plan. The Committee may accelerate the vesting for any or all of the unvested Awards for any Participant if the Committee determines that the circumstances in a particular case so warrant, and upon such resignation or removal wasa determination, all restrictions applicable to the result of Participant’s Disability (but not later than December 31 of the year of such resignation or removal, or if later, the 15th day of the third calendar month following such resignation or removal).Restricted Shares shall lapse.

In the event of Service. Except as otherwise provided in the Plan or as determined by the Committee, if Participant’stermination of employment (or termination of service as a member of the Board of Directors terminates for any reason other than death or Disability, all Restricted Stock held by Participant which is unvested or subject to restriction at the time of such termination shall be automatically forfeited immediately after such termination. In the event Participant dies while serving on the Board of Directors, all Restricted Stock held by Participant shall vest in full immediately after Participant’s death, and the Company shall process such vesting within thirty (30) days of receipt of notice thereof. In the event Participant resigns or is removed from the Board of DirectorsDirector) as a result of Participant’s Disability,death, Disability or Retirement of a Grantee, all restrictions upon Restricted Stock held by ParticipantUnits awarded to such Grantee shall vestthereupon immediately lapse, provided, however, that the Committee or Board shall have the authority to grant Awards of Restricted Stock Units the restrictions on which do not lapse in full immediately after such resignation or removal, and the Company shall process such vesting within thirty (30) daysevent of the date on which the Committee determines that such resignationtermination of employment or removal was theservice as a result of Participant’sthe death, Disability (but not later than December 31or Retirement of a Grantee by including such provision in the year ofAgreement evidencing such resignation or removal, or if later, the 15th day of the third calendar month following such resignation or removal).Award.

If an Eligible Director’s term of Service. Except as otherwise provided in the Plan or as determined by the Committee, if Participant’s service as a member of the Board of Directorsdirector terminates for any reason other than deathas a result of death, permanent and total disability or Disability,retirement on or after normal retirement age as set forth in the Company’s Corporate Governance Guidelines, all Shares of Restricted Stock held by Participant which is unvested orsuch Eligible Director that remain subject to restriction atrestrictions shall be forfeited and transferred back to the timeCompany on the date of such termination; provided, however, that any Shares of Restricted Stock that remain subject to restrictions but that would have vested on May 15 following such Eligible Director’s termination shall be automatically forfeited immediately after such termination. In the event Participant dies while servingvest pro rata on the Boarddate of Directors, all Restricted Stock held by Participant shall vest in full immediately after Participant’s death, and the Company shall process such vesting within thirty (30) days of receipt of notice thereof. In the event Participant resigns or is removed from the Board of Directors as a result of Participant’s Disability, all Restricted Stock held by Participant shall vest in full immediately after such resignation or removal, and the Company shall process such vesting within thirty (30) days of the date on which the Committee determinestermination based upon that such resignation or removal was the result of Participant’s Disability (but not later than December 31portion of the year ofbetween annual vesting dates in which the termination occurred during which such resignation or removal, or if later, the 15th day of the third calendar month following such resignation or removal).Eligible Director served as a director.