Common use of Cessation of Service Clause in Contracts

Cessation of Service. (a) Except to the extent otherwise provided in this Paragraph 3 or Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be automatically cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should Participant’s Service terminate by reason of his or her death or Permanent Disability prior to vesting in one or more Shares subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Service. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7. (c) Should Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement prior to vesting in all the Shares subject to this Award in accordance with the annual installment vesting schedule set forth in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award vested in a series of successive equal monthly installments over the duration of the vesting schedule set forth in the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically cancelled and cease to be outstanding upon such termination of Service.

Cessation of Service. (a) Except to the extent otherwise provided in this Paragraph 3 or Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should Participant’s Service terminate by reason of his or her death or Permanent Disability prior to vesting in one or more Shares subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Service. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7. (c) Should Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement prior to vesting in all the Shares subject to this Award in accordance with the annual installment vesting schedule set forth in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award vested in a series of successive equal monthly installments over the duration of the vesting schedule set forth in the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically immediately cancelled and cease to be outstanding upon such termination of Service.

Cessation of Service. (a) Except to the extent otherwise provided in this Paragraph 3 or Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should Participant’s Service terminate by reason of his or her death or Permanent Disability prior to vesting in one or more Shares subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Service. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7. (c) Should Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement prior to vesting in all the Shares subject to this Award in accordance with the annual installment vesting schedule set forth in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award vested in a series of thirty-six (36) successive equal monthly installments over the duration of the three (3)-year vesting schedule set forth in the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically immediately cancelled and cease to be outstanding upon such termination of Service.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph 3 or in Paragraph 5 below, should Participant cease Continuous Service for any reason prior to vesting in one or more Shares subject pursuant to this Awardthe Normal Vesting Schedule, then the Award shall will be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall Restricted Stock Units will be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should Participant’s Participant (i) cease Continuous Service terminate by reason at least twelve (12) months following the Award Date and (ii) (1) after attaining age 55 and completing at least ten (10) years of his Continuous Service or her death or Permanent Disability prior to vesting in one or more Shares subject to this Award(2) after attaining age 65, then the restricted stock units Participant shall continue to vest in full upon Participant’s termination of Service. The unvested Shares subject to those vested units shall be issued granted hereunder in accordance with the Normal Vesting Schedule as if such Participant had remained in Continuous Service. If Participant, as of December 31, 2018, (x) was in Salary Grade 35 or above, (y) had completed at least three (3) years of Continuous Service, and (z) the sum of Participant’s attained age and completed years of Continuous Service equals or exceeds seventy (70) years, he or she shall be deemed to satisfy the requirements of subparagraph (b)(ii). Any Shares which vest pursuant to this Subparagraph shall be issuable as set forth in Paragraph 1 above. Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in Participant’s jurisdiction that would likely result in the favorable treatment applicable to the Award pursuant to this subparagraph (b) being deemed unlawful and/or discriminatory, then the Company will not apply this favorable treatment at the time of Participant’s cessation of Continuous Service, and the Award will be treated as set forth in Subparagraph 3(a). Furthermore, if Participant is located in Australia, Hong Kong, or Taiwan, he or she shall not be eligible for the provisions of Paragraph 7this Subparagraph 3(b) and the Award will be treated as set forth in the Subparagraph 3(a). In addition, if Participant is located in the Netherlands, he or she shall not be eligible for the provisions of this Subparagraph 3(b) unless the Company receives a favorable tax ruling from the Dutch tax authorities. In the event a favorable tax ruling is not obtained from the Dutch tax authorities and Participant is located in the Netherlands, the Award will be treated as set forth in Subparagraph 3(a). (c) Should Notwithstanding any other provision hereof, should Participant’s Continuous Service terminate by be terminated for Cause (or for a reason that is comparable to termination for Cause under employment laws in the jurisdiction where Participant is employed or the terms of his Participant’s employment agreement, if any), or her Early Retirement should Participant engage in any other conduct, while in Continuous Service or Normal Retirement prior following cessation of Continuous Service, that is materially detrimental to vesting the business or affairs of the Company (or any Related Entity), as determined in all the Shares subject to sole discretion of the Administrator, then this Award in accordance will be immediately cancelled with the annual installment vesting schedule set forth in the Award Noticerespect to all Shares, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been whether or not vested at the time of such termination had the Shares subject to this Award vested in a series of successive equal monthly installments over the duration of the vesting schedule set forth in the Award Noticetime. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award Participant shall be automatically cancelled and thereupon cease to be outstanding upon such termination of Servicehave any right or entitlement to receive any Shares under those cancelled units.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph 3 or Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should Participant’s Service terminate by reason of his or her death or Permanent Disability prior to vesting in one or more Shares subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Service. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7. (c) Should Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement prior to vesting in all the Shares subject to this Award in accordance with the annual installment vesting schedule set forth in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award vested in a series of thirty-six (36) successive equal monthly installments over the duration of the three (3)-year vesting schedule set forth in the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically cancelled and cease to be outstanding upon such termination of Service.

Cessation of Service. (a) Except to the extent otherwise provided in this Paragraph 3 or Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this any Substitute Award, then the that Substitute Award shall be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should Participant’s Service terminate by reason of his or her death or Permanent Disability prior to vesting in one or more Shares subject to this any Substitute Award, then the restricted stock units subject to that Substitute Award shall vest in full upon Participant’s termination of Service. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7. (c) Should Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement prior to vesting in all the Shares subject to this a Substitute Award in accordance with the annual installment vesting schedule set forth specified for that Substitute Award in the Award Noticeattached Schedule A, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this that Substitute Award vested in a series of successive equal monthly installments over the duration of the vesting schedule set forth specified for that Substitute Award in the Award Notice. attached Schedule A. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissuedunissued under that Substitute Award, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the that Substitute Award shall be automatically immediately cancelled and cease to be outstanding upon such termination of Service.

Cessation of Service. (a) Except to the extent otherwise provided in this Paragraph 3 or Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should Participant’s Service terminate by reason of his or her Participant’s death or Permanent Disability prior to vesting in one or more Shares subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Service. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7. (c) Should Participant’s Service terminate by reason of his or her Participant’s Early Retirement or Normal Retirement prior to vesting in all the Shares subject to this Award in accordance with the annual installment vesting schedule set forth in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award vested in a series of successive equal monthly installments over the duration of the vesting schedule set forth in the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically immediately cancelled and cease to be outstanding upon such termination of Service.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph 3 or Paragraph 5 3(b) below, should the Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall will be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall Restricted Stock Units will be reduced accordingly. The Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should Participant’s Service terminate by reason of his or her death or Permanent Disability prior The following provisions shall apply to vesting in one or more Shares subject the Award with respect to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Service. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7.employment: (ci) Should If the Participant’s Service terminate employment is terminated by reason the Corporation without Cause or by Participant for Good Reason, then upon the Participant’s satisfaction of his or her Early Retirement or Normal Retirement prior to vesting in all the Shares subject to this Award in accordance with the annual installment vesting schedule set forth in Release Condition, the Award Notice, then Participant shall immediately will vest in on an accelerated basis as to that number of additional Shares (if any) shares in which the Participant would have otherwise been vested at the time of such termination had the Shares subject Participant completed an additional twelve (12) months of employment with the Corporation and had the Award been structured so as to this Award vested vest in a series of successive equal monthly installments over the duration vesting schedule. In no event will the number of additional Shares which vest on such an accelerated basis exceed the number of Shares unvested under the Award immediately prior to the date of such termination. Except to the extent another issuance date may be required to comply with any applicable requirements of Section 409A of the vesting schedule set forth in Code, the Award Notice. The Shares which are deemed to that vest on the an accelerated basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with this Paragraph 3(c)(i) will be issued to the Participant within the sixty (60)-day period following the date of the Participant’s Separation from Service as a result of the Participant’s termination without Cause or the Participant’s resignation for Good Reason, provided that the Release required of the Participant has become effective and enforceable in accordance with its terms following the expiration of the applicable provisions revocation period in effect for that Release. However, should such sixty (60)-day period span two taxable years, the issuance shall be effected during the portion of Paragraph 7. The balance that period that occurs in the second taxable year if required in order to comply with Section 409A of the Code. (ii) If the Participant’s employment is terminated by the Corporation without Cause or by the Participant for Good Reason within the period commencing with the execution by the Corporation of a definitive agreement for a Change in Control and ending with the earlier of (i) the termination of that agreement without the consummation of such Change in Control or (ii) the expiration of the twenty-four (24)-month period measured from the date such Change in Control occurs, then upon the Participant’s satisfaction of the Release Condition, the Award (or replacement award, as the case may be) will fully vest on an accelerated basis to the extent then unvested. Except to the extent another issuance date may be required to comply with any applicable requirements of Section 409A of the Code, the Shares (or replacement awards or cash proceeds, as the case may me) underlying the Award that vests on an accelerated bases in accordance with this Paragraph 3(c)(ii) will be issued or distributed to the Participant within the sixty (60)-day period following the date of the Participant’s Separation from Service as a result of the Participant’s termination without Cause or the Participant’s resignation for Good Reason, provided that the Release required of the Participant has become effective and enforceable in accordance with its terms following the expiration of the applicable revocation period in effect for that Release. However, should such sixty (60)-day period span two taxable years, the issuance shall be automatically cancelled effected during the portion of that period that occurs in the second taxable year if required in order to comply with Section 409A of the Code. (iii) Upon the Participant’s Separation from Service as a result of the Participant’s death or Disability, the Award will vest on an accelerated basis as to that number of additional Shares in which the Participant would have otherwise been vested on the date of such Separation from Service had the Participant completed an additional twelve (12) months of employment with the Corporation and cease had the Award been structured so as to vest in successive equal monthly installments over the vesting schedule. Except to the extent that another issuance date may be outstanding upon required in order to comply with any applicable requirements of Section 409A of the Code, the Shares underlying the Award that vests on an accelerated basis in accordance with this Paragraph 3(b)(iii) will be issued on the date of such termination Separation from Service or as soon as administratively practicable thereafter, but in no event later than the later of (A) the end of the calendar year in which such separation from Service occurs or (B) the 15th day of the third calendar month following the date of such Separation from Service.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph 3 3(b) below, Participant shall not vest in any additional Shares following his or Paragraph 5 belowher cessation of Service. Accordingly, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall will be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall will be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units, and those Shares shall cease to be subject to this Award. (b) Should Participant’s Participant cease Service terminate prior to the completion of the Normal Vesting Schedule by reason of his or her death or Permanent Disability prior to vesting an Involuntary Termination, then Participant shall, upon satisfaction of the Release Condition set forth in one or more Paragraph 3(c) below, vest in all of the unvested Shares at the time subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Service. The Shares subject that vest on such accelerated basis will be issued to those vested units Participant within the sixty (60)-day period following the date of Participant’s Involuntary Termination; provided, however, that should such sixty (60)-day period span two taxable years, the issuance shall be issued effected during the portion of that period that occurs in accordance with the applicable provisions of Paragraph 7second taxable year. (c) Should Participant’s Service terminate by reason The accelerated vesting of his or her Early Retirement or Normal Retirement prior to vesting in all the unvested Shares subject to this Award in accordance with at the annual installment vesting schedule set forth time of Participant’s Involuntary Termination shall be contingent upon Participant’s satisfaction of the following requirements (collectively the “Release Condition”): (i) Participant must execute and deliver to the Corporation, within twenty-one (21) days (or forty-five (45) days to the extent such longer period is required under applicable law) after the effective date of such Involuntary Termination, a comprehensive general release (in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested form provided by the Corporation at the time of such termination had Involuntary Termination) releasing the Shares subject Corporation and its officers, directors, employees, stockholders, subsidiaries, affiliates, representatives and other related parties from all claims that Participant may have with respect to this Award vested in a series of successive equal monthly installments over the duration of the vesting schedule set forth in the Award Notice. The Shares which are deemed such parties relating to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance or arising from Participant’s employment with the applicable provisions of Paragraph 7. The balance of Corporation (or any affiliated entity) and the Award shall be automatically cancelled and cease to be outstanding upon such termination of Servicethat employment relationship and containing such confidentiality, non-solicitation, non-disparagement and non-competition covenants as the Corporation deems satisfactory under the circumstances and (ii) such release must become effective and enforceable under applicable law after the expiration of any applicable revocation periods under federal or state law.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph Section 3 or Paragraph 5 Section 6 below, should the Participant cease Service for any reason prior to vesting in one or more Shares subject to this Awardthe completion of the Required Service Period, then the this Award shall will be automatically immediately cancelled with respect to those the unvested Shares, Shares at the time subject to the Award and the number of restricted stock units shall Restricted Stock Units will be reduced accordingly. Except as otherwise provided in this Section 3 or Section 6 below, Service for only a portion of the Required Service Period, even if a substantial portion, will not entitle Participant to any proportionate vesting or avoid or mitigate the cancellation and forfeiture of the Restricted Stock Units that will occur upon the termination of Participant’s Service prior to the completion of the Required Service Period. Upon the cancellation of one more Restricted Stock Units, the Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should The Participant is also a participant in the Corporation’s special officer severance program pursuant to the terms of the letter agreement and appendix between the Corporation and the Participant dated August 12, 2008 (the “Severance Agreement”). The Severance Agreement sets forth certain terms and conditions under which the Participant’s Service terminate by reason equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with the Participant’s cessation of his Employee status under various specified circumstances. The Severance Agreement also sets forth the date or her death or Permanent Disability prior dates on which the shares of Common Stock subject to vesting in one or more the awards that vest on such an accelerated basis, including the Shares subject to this Award, then are to be issued, subject to certain required delays as set forth in the restricted stock units shall vest in full upon Participant’s termination of ServiceSeverance Agreement. The Shares subject to those vested units shall be issued in accordance with the applicable terms and provisions of Paragraph 7the Severance Agreement, as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. (c) Should The following special vesting acceleration provisions shall be in effect for this Award and the underlying Shares to the extent the various vesting acceleration provisions applicable to this Award pursuant to the terms and conditions of the Severance Agreement incorporated herein would not otherwise result in the accelerated vesting of the Award and the underlying Shares under the terms and conditions set forth below: (i) Participant’s Employee status is terminated by the Corporation without Cause other than in connection with a Reduction in Force prior to the completion of the Required Service terminate by reason of Period and (ii) Participant delivers his or her Early Retirement required Release to the Corporation within twenty one (21) days after the date of such termination (or Normal Retirement within forty-five (45) days after such termination date, to the extent such longer period is required under applicable law) and that Release becomes effective in accordance with applicable law, then Participant shall vest in fifty percent (50%) of the number of Restricted Stock Units subject to this Award (and the underlying Shares) in which the Participant would have otherwise been vested at that time had the Restricted Stock Units vested in successive equal quarterly installments over the three (3)-year period measured from the Award Date; provided, however, the number of vested Restricted Stock Units so calculated shall be reduced, pursuant to the provisions of Section 4 of this Agreement, to the extent Participant is not entitled to Service-vesting credit for any authorized leave of absence during the period commencing with the Award Date and ending with such termination date. (i) Participant’s Employee status is terminated by the Corporation without Cause in connection with a Reduction in Force prior to the completion of the Required Service Period and (ii) Participant delivers his or her Release to the Corporation within twenty one (21) days after the date of such termination (or within forty-five (45) days after such termination date, to the extent such longer period is required under applicable law) and that Release becomes effective in accordance with applicable law, then Participant shall vest in the number of Restricted Stock Units subject to this Award (and the underlying Shares) in which the Participant would have otherwise been vested at that time had the Restricted Stock Units vested in successive equal quarterly installments over the three (3)-year period measured from the Award Date; provided, however, the number of vested Restricted Stock Units so calculated shall be reduced, pursuant to the provisions of Section 4 of this Agreement, to the extent Participant is not entitled to Service-vesting credit for any authorized leave of absence during the period commencing with the Award Date and ending with such termination date. (d) In no event, however, shall the number of Restricted Stock Units that vest on an accelerated basis in accordance with Section 3(c) exceed the number of unvested Restricted Stock Units subject to this Award immediately prior to the date of Participant’s termination of Employee status. The Shares underlying the Restricted Stock Units that vest on an accelerated basis in accordance with Section 3(c) shall be issued on the third (3rd) business day, within the sixty (60)-day period measured from the date of the Participant’s Separation from Service due to such termination of Employee status, following the date on which the Participant’s delivered Release is effective following the expiration of all applicable statutorily-required review and revocation periods, but in no event later than the last day of that sixty (60)-day period on which the Release is so effective. (e) In the event the Participant’s Employee status terminates prior to vesting in all the Shares subject due to this Award in accordance with the annual installment vesting schedule set forth in the Award Noticehis or her death or Permanent Disability, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award vested in a series of successive equal monthly installments over the duration applicable death and Permanent Disability provisions of the vesting schedule set forth in Severance Agreement shall govern the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically cancelled Participant’s rights and cease to be outstanding upon such termination of Serviceentitlements.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph Section 3 or Paragraph 5 Section 6 below, should the Participant cease Service for any reason prior to vesting in one or more the completion of the Required Service Period, then this Award will be immediately cancelled with respect to all Shares subject to this Award. Except as otherwise provided in this Section 3 or Section 6 below, then Service for only a portion of the Award shall be automatically cancelled with respect Required Service Period, even if a substantial portion, will not entitle Participant to those unvested Sharesany proportionate vesting or avoid or mitigate the cancellation and forfeiture of the Restricted Stock Units that will occur upon the termination of Participant’s Service prior to the completion of the Required Service Period. Upon the cancellation of one more Restricted Stock Units, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares or other payment under those cancelled units.. 2014.01.06 (b) Should The Participant is also a participant in the Corporation’s special officer severance program pursuant to the terms of the letter agreement and appendix between the Corporation and the Participant (the “Severance Agreement”). The Severance Agreement sets forth certain terms and conditions under which the Participant’s Service terminate by reason equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with the Participant’s cessation of his Employee status under various specified circumstances. The Severance Agreement also sets forth the date or her death or Permanent Disability prior dates on which the shares of Common Stock subject to vesting in one or more the awards that vest on such an accelerated basis, including the Shares subject to this Award, then are to be issued, subject to certain required delays as set forth in the restricted stock units shall vest in full upon Participant’s termination of ServiceSeverance Agreement. The Shares subject to those vested units shall be issued in accordance with the applicable terms and provisions of Paragraph 7the Severance Agreement, as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. (c) Should The following special vesting acceleration provisions shall be in effect for this Award and the underlying Shares to the extent the various vesting acceleration provisions applicable to this Award pursuant to the terms and conditions of the Severance Agreement incorporated herein would not otherwise result in the accelerated vesting of the Award and the underlying Shares under the terms and conditions set forth below: (i) If (A) Participant’s Employee status is terminated by the Corporation without Cause other than in connection with a Reduction in Force prior to the completion of the Required Service terminate by reason of Period and (B) Participant delivers his or her Early Retirement required Release to the Corporation within twenty-one (21) days after the date of such termination (or Normal Retirement prior within forty-five (45) days after such termination date, to vesting the extent such longer period is required under applicable law) and that Release becomes effective in all accordance with applicable law, then Participant shall vest in fifty percent (50%) of the Shares number of Restricted Stock Units subject to this Award in accordance with which the annual installment vesting schedule set forth in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares Restricted Stock Units vested in successive equal quarterly installments over the three (3)-year period measured from the Vesting Commencement Date; provided, however, that notwithstanding anything contained to the contrary herein, in the event that any Restricted Stock Units vest pursuant to this Section 3(c)(i), such Restricted Stock Units shall be settled in cash or cash equivalents in an amount determined by multiplying the number of Restricted Stock Units so vested by the Fair Market Value of a share of Common Stock on the applicable termination date, which amount shall, subject to Section 9 below, be paid to Participant on the sixtieth (60th) day following Participant’s Separation from Service, subject to the foregoing conditions. (ii) If (A) Participant’s Employee status is terminated by the Corporation without Cause in connection with a Reduction in Force prior to the completion of the Required Service Period and (B) Participant delivers his or her required Release to the Corporation within twenty-one (21) days after the date of such termination (or within forty-five (45) days after such termination date, to the extent such longer period is required under applicable law) and that Release becomes effective in accordance with applicable law, then Participant shall vest in the number of Restricted Stock Units subject to this Award (and the underlying Shares) in which the Participant would have otherwise been vested at the time of such 2014.01.06 termination had the Restricted Stock Units vested in a series of successive equal monthly quarterly installments over the duration of three (3)-year period measured from the vesting schedule set forth Vesting Commencement Date; provided, however, that notwithstanding anything contained to the contrary herein, in the Award Notice. The Shares event that any Restricted Stock Units vest pursuant to this Section 3(c)(ii), such Restricted Stock Units shall be settled in cash or cash equivalents in an amount determined by multiplying the number of Restricted Stock Units so vested by the Fair Market Value of a share of Common Stock on the applicable termination date, which are deemed amount shall, subject to Section 9 below, be paid to Participant on the sixtieth (60th) day following Participant’s Separation from Service, subject to the foregoing conditions. (d) In no event, however, shall the number of Restricted Stock Units that vest on the an accelerated basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with Section 3(c) exceed the number of unvested Restricted Stock Units subject to this Award immediately prior to the date of Participant’s termination of Employee status. (e) In the event that Participant’s Employee status terminates prior to vesting in all the Shares due to his or her death or Disability, then the applicable death and Disability provisions of Paragraph 7. The balance of the Award Severance Agreement shall be automatically cancelled govern the Participant’s rights and cease to be outstanding upon such termination of Serviceentitlements.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph Section 3 or Paragraph 5 Section 6 below, should the Participant cease Service for any reason prior to vesting in one or more the completion of the Required Service Period, then this Award will be immediately cancelled with respect to all Shares subject to this Award. Except as otherwise provided in this Section 3 or Section 6 below, then Service for only a portion of the Award shall be automatically cancelled with respect Required Service Period, even if a substantial portion, will not entitle Participant to those unvested Sharesany proportionate vesting or avoid or mitigate the cancellation and forfeiture of the Restricted Stock Units that will occur upon the termination of Participant’s Service prior to the completion of the Required Service Period. Upon the cancellation of one more Restricted Stock Units, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares or other payment under those cancelled units.. Revised 2012.12 2 CLIFF-YEAR VESTING OFFICER XXXXXXXXX PROGRAM PARTICIPANT (b) Should The Participant is also a participant in the Corporation’s special officer severance program pursuant to the terms of the letter agreement and appendix between the Corporation and the Participant (the “Severance Agreement”). The Severance Agreement sets forth certain terms and conditions under which the Participant’s Service terminate by reason equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with the Participant’s cessation of his Employee status under various specified circumstances. The Severance Agreement also sets forth the date or her death or Permanent Disability prior dates on which the shares of Common Stock subject to vesting in one or more the awards that vest on such an accelerated basis, including the Shares subject to this Award, then are to be issued, subject to certain required delays as set forth in the restricted stock units shall vest in full upon Participant’s termination of ServiceSeverance Agreement. The Shares subject to those vested units shall be issued in accordance with the applicable terms and provisions of Paragraph 7the Severance Agreement, as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. (c) Should The following special vesting acceleration provisions shall be in effect for this Award and the underlying Shares to the extent the various vesting acceleration provisions applicable to this Award pursuant to the terms and conditions of the Severance Agreement incorporated herein would not otherwise result in the accelerated vesting of the Award and the underlying Shares under the terms and conditions set forth below: (i) If (A) Participant’s Employee status is terminated by the Corporation without Cause other than in connection with a Reduction in Force prior to the completion of the Required Service terminate by reason of Period and (B) Participant delivers his or her Early Retirement required Release to the Corporation within twenty-one (21) days after the date of such termination (or Normal Retirement prior within forty-five (45) days after such termination date, to vesting the extent such longer period is required under applicable law) and that Release becomes effective in all accordance with applicable law, then Participant shall vest in fifty percent (50%) of the Shares number of Restricted Stock Units subject to this Award in accordance with which the annual installment vesting schedule set forth in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares Restricted Stock Units vested in successive equal quarterly installments over the three (3)-year period measured from the Vesting Commencement Date; provided, however, that unless otherwise determined by the Plan Administrator in its sole discretion, the number of vested Restricted Stock Units so calculated shall be reduced, pursuant to the provisions of Section 4 of this Agreement, to the extent Participant is not entitled to Service-vesting credit for any authorized leave of absence during the period commencing with the Vesting Commencement Date and, provided, further, that notwithstanding anything contained to the contrary herein, in the event that any Restricted Stock Units vest pursuant to this Section 3(c)(i), such Restricted Stock Units shall be settled in cash or cash equivalents in an amount determined by multiplying the number of Restricted Stock Units so vested by the Fair Market Value of a share of Common Stock on the applicable termination date, which amount shall, subject to Section 9 below, be paid to Participant on the sixtieth (60th) day following Participant’s Separation from Service, subject to the foregoing conditions. Revised 2012.12 3 CLIFF-YEAR VESTING OFFICER XXXXXXXXX PROGRAM PARTICIPANT (ii) If (A) Participant’s Employee status is terminated by the Corporation without Cause in connection with a Reduction in Force prior to the completion of the Required Service Period and (B) Participant delivers his or her required Release to the Corporation within twenty-one (21) days after the date of such termination (or within forty-five (45) days after such termination date, to the extent such longer period is required under applicable law) and that Release becomes effective in accordance with applicable law, then Participant shall vest in the number of Restricted Stock Units subject to this Award (and the underlying Shares) in which the Participant would have otherwise been vested at the time of such termination had the Restricted Stock Units vested in a series of successive equal monthly quarterly installments over the duration three (3)-year period measured from the Vesting Commencement Date; provided, however, that unless otherwise determined by the Plan Administrator in its sole discretion, the number of vested Restricted Stock Units so calculated shall be reduced, pursuant to the provisions of Section 4 of this Agreement, to the extent Participant is not entitled to Service-vesting schedule set forth credit for any authorized leave of absence during the period commencing with the Vesting Commencement Date and, provided, further, that notwithstanding anything contained to the contrary herein, in the Award Notice. The Shares event that any Restricted Stock Units vest pursuant to this Section 3(c)(ii), such Restricted Stock Units shall be settled in cash or cash equivalents in an amount determined by multiplying the number of Restricted Stock Units so vested by the Fair Market Value of a share of Common Stock on the applicable termination date, which are deemed amount shall, subject to Section 9 below, be paid to Participant on the sixtieth (60th) day following Participant’s Separation from Service, subject to the foregoing conditions. (d) In no event, however, shall the number of Restricted Stock Units that vest on the an accelerated basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with Section 3(c) exceed the number of unvested Restricted Stock Units subject to this Award immediately prior to the date of Participant’s termination of Employee status. (e) In the event that Participant’s Employee status terminates prior to vesting in all the Shares due to his or her death or Disability, then the applicable death and Disability provisions of Paragraph 7. The balance of the Award Severance Agreement shall be automatically cancelled govern the Participant’s rights and cease to be outstanding upon such termination of Serviceentitlements.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph Section 3 or Paragraph 5 Section 6 below, should the Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall Restricted Stock Units will be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should The Normal Vesting Schedule requires continued active Service by the Participant through each quarterly vesting date as a condition to the vesting of that quarterly installment and the rights and benefits provided under this Agreement with respect to that installment. Accordingly, if the Participant’s Service terminate by terminates for any reason prior to an applicable quarterly vesting date, this Award shall be immediately cancelled pursuant to Section 3(a), and no further Restricted Stock Units shall thereafter vest. Service for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting for that quarter or avoid or mitigate the forfeiture of the Restricted Stock Units that will occur upon the termination of his or her death or Permanent Disability Service prior to vesting in one or more Shares all the Restricted Stock Units subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Service. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7. (c) Should In the event the Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement Employee status terminates prior to vesting in all the Shares subject due to this Award in accordance with the annual installment vesting schedule set forth in the Award Noticehis or her death or Permanent Disability, then Participant shall immediately vest in that number of additional Shares Restricted Stock Units (if anyand the underlying Shares) in which Participant would have otherwise been vested determined by multiplying the number of Restricted Stock Units that are unvested at the time of such termination had of Employee status by a fraction, the Shares subject numerator of which is the number of months (rounded to this Award vested in the nearest whole month) of Employee status completed by Participant, up to a series maximum of successive equal monthly installments over forty-eight (48) months, and the duration denominator of the vesting schedule set forth in the Award Noticewhich is forty eight (48). The Shares which are deemed to underlying the Restricted Stock Units that vest on the such accelerated basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, shall be issued in accordance with on the applicable provisions date of Paragraph 7. The balance of the Award shall be automatically cancelled and cease to be outstanding upon such termination of ServiceEmployee status or as soon thereafter as administratively practicable, but in no event later than the earlier of (i) the fifteenth day of the third calendar month following such date or (ii) the next scheduled quarterly vesting date under the Normal Vesting Schedule following such termination of Employee status.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph Section 3 or Paragraph 5 Section 6 below, should the Participant cease Service for any reason prior to vesting in one or more the completion of the Required Service Period, then this Award will be immediately cancelled with respect to all Shares subject to this Award. Except as otherwise provided in this Section 3 or Section 6 below, then Service for only a portion of the Award shall be automatically cancelled with respect Required Service Period, even if a substantial portion, will not entitle Participant to those unvested Sharesany proportionate vesting or avoid or mitigate the cancellation and forfeiture of the Restricted Stock Units that will occur upon the termination of Participant’s Service prior to the completion of the Required Service Period. Upon the cancellation of one more Restricted Stock Units, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares or other payment under those cancelled units. (b) Should The Participant is also a participant in the Corporation’s special officer severance program pursuant to the terms of the letter agreement and appendix between the Corporation and the Participant (the “Severance Agreement”). The Severance Agreement sets forth certain terms and conditions under which the Participant’s Service terminate by reason equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with the Participant’s cessation of his Employee status under various specified circumstances. The Severance Agreement also sets forth the date or her death or Permanent Disability prior dates on which the shares of Common Stock subject to vesting in one or more the awards that vest on such an accelerated basis, including the Shares subject to this Award, then are to be issued, subject to certain required delays as set forth in the restricted stock units shall vest in full upon Participant’s termination of ServiceSeverance Agreement. The Shares subject to those vested units shall be issued in accordance with the applicable terms and provisions of Paragraph 7the Severance Agreement, as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. (c) Should The following special vesting acceleration provisions shall be in effect for this Award and the underlying Shares to the extent the various vesting acceleration provisions applicable to this Award pursuant to the terms and conditions of the Severance Agreement incorporated herein would not otherwise result in the accelerated vesting of the Award and the underlying Shares under the terms and conditions set forth below: (i) If (A) Participant’s Employee status is terminated by the Corporation without Cause other than in connection with a Reduction in Force prior to the completion of the Required Service terminate by reason of Period and (B) Participant delivers his or her Early Retirement required Release to the Corporation within twenty-one (21) days after the date of such termination (or Normal Retirement prior within forty-five (45) days after such termination date, to vesting the extent such longer period is required under applicable law) and that Release becomes effective in all accordance with applicable law, then Participant shall vest in fifty percent (50%) of the Shares number of Restricted Stock Units subject to this Award in accordance with which the annual installment vesting schedule set forth in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award Restricted Stock Units vested in a series of successive equal monthly quarterly installments over the duration three (3)-year period measured from the Vesting Commencement Date; provided, however, that unless otherwise determined by the Plan Administrator in its sole discretion, the number of vested Restricted Stock Units so calculated shall be reduced, pursuant to the provisions of Section 4 of this Agreement, to the extent Participant is not entitled to Service-vesting schedule set forth credit for any authorized leave of absence during the period commencing with the Vesting Commencement Date and, provided, further, that notwithstanding anything contained to the contrary herein, in the Award Notice. The Shares which are deemed event that any Restricted Stock Units vest pursuant to vest this Section 3(c)(i), such Restricted Stock Units shall be settled in cash or cash equivalents in an amount determined by multiplying the number of Restricted Stock Units so vested by the Fair Market Value of a share of Common Stock on the basis of such monthly installment vesting schedule applicable termination date, which amount shall, together with any other Shares which are at the time vested but unissuedsubject to Section 9 below, be issued in accordance with paid to Participant on the applicable provisions of Paragraph 7. The balance of sixtieth (60th) day following Participant’s Separation from Service, subject to the Award shall be automatically cancelled and cease to be outstanding upon such termination of Serviceforegoing conditions.

Cessation of Service. (a) Except to the extent otherwise provided in this Paragraph 3 or Paragraph 5 below, should Participant cease Service for any reason prior to vesting in one or more Shares subject to this Award, then the Award shall be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should Participant’s Service terminate by reason of his or her death or Permanent Disability prior to vesting in one or more Shares subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Service. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7. (c) Should Participant’s Service be involuntarily terminated by the Corporation for any reason other than for Cause prior to his vesting in one or more Shares subject to this Award, then the restricted stock units shall vest in full upon such involuntary termination. The Shares subject to those vested units shall be issued in accordance with the applicable provisions of Paragraph 7. (d) Should Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement prior to vesting in all the Shares subject to this Award in accordance with the annual installment vesting schedule set forth in the Award Notice, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award vested in a series of thirty-six (36) successive equal monthly installments over the duration of the three (3)-year vesting schedule set forth in the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically immediately cancelled and cease to be outstanding upon such termination of Service.

Cessation of Service. (a) Except to Should the extent otherwise provided in this Paragraph 3 or Paragraph 5 below, should Participant cease Service for any reason (other than death, Disability, or Involuntary Termination) prior to vesting in one or more Shares Restricted Stock Units subject to this Award, then the Award shall will be automatically immediately cancelled with respect to those the underlying unvested Shares, and the number of restricted stock units shall Restricted Stock Units will be reduced accordingly. All phantom dividend equivalents credited to those underlying Shares in the book account also shall be forfeited. The Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. Units. If, prior to the occurrence of a Change in Control, the Participant’s Service ceases as a result of death, Disability, or Involuntary Termination, the Award will vest or be cancelled, as applicable, as follows: (a) To the extent that the Performance Milestone for one or more Tranches has not been achieved on or before the date of such cessation of Service, the Award will be immediately cancelled with respect to the underlying unvested Shares allocated to such Tranche(s), and the number of Restricted Stock Units will be reduced accordingly. All phantom dividend equivalents credited to those underlying Shares in the book account also shall be forfeited. The Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled Units. - 2 - (b) Should To the extent that the Performance Milestone for a Tranche has been achieved on or before the date of such cessation of Service but the two-year vesting period for the Units allocated to such Tranche has not been completed before the Service cessation, then vesting of the number of Units allocated to such Tranche will be applied on a per diem basis, as of the Service cessation date, by multiplying the aggregate number of Units allocated to such Tranche by the sum of one-half plus a fraction, the numerator of which is the number of days measured from the applicable Vesting Commencement Date to the date as of which the Participant’s Service terminate by reason ceases and the denominator of his or her death or Permanent Disability prior to vesting in one or more Shares subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Servicewhich is 730. The Shares subject Award will be immediately cancelled with respect to all Units that remain unvested after applying such per diem vesting and the number of Restricted Stock Units will be reduced accordingly. All phantom dividend equivalents credited to those vested units underlying unvested Shares in the book account also shall be issued in accordance forfeited. The Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled Units. 4. Stockholder Rights and Dividend Equivalents (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with the applicable provisions of Paragraph 7. (c) Should Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement prior respect to vesting in all the Shares subject to this Award in accordance with the annual installment vesting schedule set forth in the Award Notice, then until the Participant shall immediately vest in that number becomes the record holder of additional those Shares (if any) in which Participant would have otherwise been vested at following their actual issuance upon the time of such termination had the Shares subject to this Award vested in a series of successive equal monthly installments over the duration Corporation’s collection of the vesting schedule set forth in the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically cancelled and cease to be outstanding upon such termination of ServiceWithholding Taxes.

Cessation of Service. (a) Except to Should the extent otherwise provided in this Paragraph 3 or Paragraph 5 below, should Participant cease Service for any reason (other than death, Disability, or Involuntary Termination) prior to vesting in one or more Shares Restricted Stock Units subject to this Award, then the Award shall will be automatically immediately cancelled with respect to those the underlying unvested Shares, and the number of restricted stock units shall Restricted Stock Units will be reduced accordingly. All phantom dividend equivalents credited to those underlying Shares in the book account also shall be forfeited. The Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled unitsUnits. If, prior to the occurrence of a Change in Control, the Participant’s Service ceases as a result of death, Disability, or Involuntary Termination, the Award will vest or be cancelled, as applicable, as follows: (a) To the extent that the Performance Milestone for one or more Tranches has not been achieved on or before the date of such cessation of Service, the Award will be immediately cancelled with respect to the underlying unvested Shares allocated to such Tranche(s), and the number of Restricted Stock Units will be reduced accordingly. All phantom dividend equivalents credited to those underlying Shares in the book account also shall be forfeited. The Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled Units. (b) Should To the extent that the Performance Milestone for a Tranche has been achieved on or before the date of such cessation of Service but the two-year vesting period for the Units allocated to such Tranche has not been completed before the Service cessation, then vesting of the number of Units allocated to such Tranche will be applied on a per diem basis, as of the Service cessation date, by multiplying the aggregate number of Units allocated to such Tranche by the sum of one-half plus a fraction, the numerator of which is the number of days measured from the applicable Vesting Commencement Date to the date as of which the Participant’s Service terminate by reason ceases and the denominator of his or her death or Permanent Disability prior to vesting in one or more Shares subject to this Award, then the restricted stock units shall vest in full upon Participant’s termination of Servicewhich is 730. The Shares subject Award will be immediately cancelled with respect to all Units that remain unvested after applying such per diem vesting and the number of Restricted Stock Units will be reduced accordingly. All phantom dividend equivalents credited to those vested units underlying unvested Shares in the book account also shall be issued in accordance with the applicable provisions of Paragraph 7. (c) Should Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement prior to vesting in all the Shares subject to this Award in accordance with the annual installment vesting schedule set forth in the Award Notice, then forfeited. The Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award vested in a series of successive equal monthly installments over the duration of the vesting schedule set forth in the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically cancelled and thereupon cease to be outstanding upon such termination of Servicehave any right or entitlement to receive any Shares under those cancelled Units.

Cessation of Service. (a) Except to the extent as otherwise provided in this Paragraph Section 3 or Paragraph 5 Section 6 below, should the Participant cease Service for any reason prior to vesting in one or more Shares subject to this Awarda Vesting Date, then the Award shall be automatically immediately cancelled with respect to those unvested Shares, and the number of restricted stock units shall be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Should The Normal Vesting Schedule requires continued active Service by the Participant through each Vesting Date as a condition to the vesting of that quarterly installment and the rights and benefits provided under this Agreement with respect to that installment. Accordingly, if the Participant’s Service terminate by terminates for any reason prior to an applicable quarterly Vesting Date, this Award shall be immediately cancelled, and no further Restricted Stock Units shall thereafter vest. Service for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting for that quarter or avoid or mitigate the cancellation and forfeiture of the Restricted Stock Units that will occur upon the termination of his or her death or Permanent Disability Service prior to vesting in all the Restricted Stock Units subject to this Award. Upon the cancellation of one or more Restricted Stock Units, the Participant shall cease to have any right or entitlement to receive any Shares under those cancelled units. (c) The Participant is also a participant in the Corporation’s special officer severance program pursuant to the terms of the letter agreement between the Corporation and the Participant (the “Severance Agreement”). The Severance Agreement sets forth certain terms and conditions under which the Participant’s equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with the Participant’s cessation of Employee status under various specified circumstances. The Severance Agreement also sets forth the date or dates on which the shares of Common Stock subject to the awards that vest on such an accelerated basis, including the Shares subject to this Award, then are to be issued, subject to certain required delays as set forth in the restricted stock units shall vest in full upon Participant’s termination of ServiceSeverance Agreement. The Shares subject to those vested units shall be issued in accordance with the applicable terms and provisions of Paragraph 7the Severance Agreement, as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. (cd) Should In the event that Participant’s Service terminate by reason of his or her Early Retirement or Normal Retirement Employee status terminates prior to vesting in all the Shares subject due to this Award in accordance with the annual installment vesting schedule set forth in the Award Noticehis or her death or Disability, then Participant shall immediately vest in that number of additional Shares (if any) in which Participant would have otherwise been vested at the time of such termination had the Shares subject to this Award vested in a series of successive equal monthly installments over the duration applicable death and Disability provisions of the vesting schedule set forth in Severance Agreement shall govern the Award Notice. The Shares which are deemed to vest on the basis of such monthly installment vesting schedule shall, together with any other Shares which are at the time vested but unissued, be issued in accordance with the applicable provisions of Paragraph 7. The balance of the Award shall be automatically cancelled Participant’s rights and cease to be outstanding upon such termination of Serviceentitlements.