Vesting Upon Retirement. In the event that the Grantee’s employment with the Company shall terminate prior to January 5, 2024 because of Retirement in the absence of Cause, a portion of any TBRSUs which are forfeitable as of such date shall become non-forfeitable, with such portion being equal to # the total number of TBRSUs granted hereunder, multiplied by a fraction, the numerator of which is the number of complete calendar quarters which have elapsed from the Date of Grant to the date of Retirement, and

Vesting Upon Retirement. In the event that the Grantee’s employment with the Company shall terminate prior to January 5, 1">20241">2023 because of Retirement in the absence of Cause, a portion of any TBRSUs which are forfeitable as of such date shall become non-forfeitable, with such portion being equal to # the total number of TBRSUs granted hereunder, multiplied by a fraction, the numerator of which is the number of complete calendar quarters which have elapsed from the Date of Grant to the date of Retirement, and3"> the denominator of which is twelve (12), less # the number of TRBRSUs granted hereunder that have already become non-forfeitable hereunder. The distribution of shares underlying the TBRSUs which become non-forfeitable under this Section 3(b) shall be made within thirty (30) days after the end of the calendar year of the Retirement, but notwithstanding anything to the contrary, in all events within the “short-term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4).