Common use of Forfeiture of Units Clause in Contracts

Forfeiture of Units. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies or incurs a Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full months from the first anniversary of the Award Date until the date of termination divided by 60, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. (a) The Participant separates from service due to Retirement, dies, or incurs a Disability (as defined below); (b) The Participant separates from service due to Early Retirement (as defined in the Plan); (c) The Participant separates from service or his employment is interrupted due to military service; or (d) The Committee determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee will in its sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service ceases to be an employee before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due ceases to Retirement, dies or incurs a Disability be an employee before the Vesting Date as in the circumstances set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of promptly following the Participant’s Retirement to Section 5 belowor death or Disability, as the case may be. If the Participant separates from service ceases to be an employee before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full months from the first anniversary of the Award Date until the date of termination divided by 60, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service ceases to be an employee before the Vesting Date in the circumstance set forth in (d) below, the unvested Committee shall determine the number of Units set forth in this Award to be vested and the date that the vested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 belowissued. (a) The Participant separates from service ceases to be an employee due to Retirement, dies, dies or incurs a Disability (as defined belowin the Plan); (b) The Participant separates from service ceases to be an employee due to Early Retirement (as defined in the Plan); (c) The Participant separates from service or his Participant’s employment is terminated or interrupted due to military service; or; (d) The Committee determines that forfeiture should not occur because the Participant had an approved separation from servicetermination of employment. The Committee will in its sole discretion determine whether or not to apply this provisionprovision and if so, any additional terms or conditions applicable to the determination, including but not limited to, whether or not the vesting schedule should be adjusted.

Forfeiture of Units. If the Participant separates from service ceases to be an employee before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due ceases to Retirement, dies or incurs a Disability be an employee before the Vesting Date as in the circumstances set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which promptly following the Participant’s Retirement, 's Retirement or death or Disability occurs or Disability, as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 belowmay be. If the Participant separates from service ceases to be an employee before the Vesting Date in the circumstances set forth in (b), (c) or (cd) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full months from the first anniversary of the Award Date until the date of termination divided by 60, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service ceases to be an employee before the Vesting Date in the circumstance set forth in (d) below, the unvested Committee shall determine the number of Units set forth in this Award to be vested and the date that the vested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 belowissued. (a) The Participant separates from service ceases to be an employee due to Retirement, dies, dies or incurs a Disability (as defined belowin the Plan); (b) The Participant separates from service ceases to be an employee due to Early Retirement (as defined in the Plan); (c) The Participant separates from service or his Participant's employment is terminated or interrupted due to military service; or; (d) The Committee determines that forfeiture should not occur because the Participant had an approved separation from servicetermination of employment. The Committee will in its sole discretion determine whether or not to apply this provisionprovision and if so, any additional terms or conditions applicable to the determination, including but not limited to, whether or not the vesting schedule should be adjusted.

Forfeiture of Units. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies or incurs a Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s 's Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s 's Retirement to Section 5 4 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full months from the first anniversary of the Award Date until the date of termination divided by 60, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 4 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 4 below. (a) The Participant separates from service due to Retirement, dies, or incurs a Disability (as defined below)Disability; (b) The Participant separates from service due to Early Retirement (as defined in the Plan)Retirement; (c) The Participant separates from service or his employment is interrupted due to military service; or (d) The Committee determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee will in its sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies or incurs a Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as 1 If necessary or appropriate to ensure orderly administration of the Company’s payroll and tax reporting obligations, the Company may accelerate vesting and payment of restricted stock units up to a maximum of thirty days before the date on which such restricted stock units would otherwise have vested and been paid. administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 4 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full months from the first anniversary of the Award Date until the date of termination divided by 6036, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 4 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 4 below. (a) The Participant separates from service due to Retirement, dies, or incurs a Disability (as defined below); (b) The Participant separates from service due to Early Retirement (as defined in the Plan); (c) The Participant separates from service or his employment is interrupted due to military service; or (d) The Committee determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee will in its sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(da)-(e) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies death or incurs a Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full whole months from January 1 of the first anniversary of calendar year following the calendar year in which the Award Date occurs until the date of termination divided by 6036, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted interrupted, in both instances, due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) or (e) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. (a) The Participant separates from service due to Retirement, dies, death or incurs a Disability (as defined below)Disability; (b) The Participant separates from service due to Early Retirement (as defined in the Plan)Retirement; (c) The Participant separates from service or his employment is interrupted due to military service; or; (d) The Participant separates from service due to Early Retirement with at least twenty-five (25) consecutive years of service with the Company and its subsidiaries since the Participant’s most recent hire date; or (e) Paragraph (a) does not apply, but the Committee determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee will in its sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service ceases to be an employee before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due ceases to Retirement, dies or incurs a Disability be an employee before the Vesting Date as in the circumstances set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, Retirement or death or Disability occurs occurs, as the case may be, or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 below. If the Participant separates from service ceases to be an employee before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full months from the first anniversary of the Award Date until the date of termination divided by 60, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will shall be forfeited as of the date of separationtermination; except that a Participant who separates from service or whose employment is terminated or interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will shall vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service ceases to be an employee before the Vesting Date in the circumstance set forth in (d) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. (a) The Participant separates from service ceases to be an employee due to Retirement, dies, dies or incurs a Disability (as defined belowin the Plan); (b) The Participant separates from service ceases to be an employee due to Early Retirement (as defined in the Plan); (c) The Participant separates from service or his Participant’s employment is terminated or interrupted due to military service; or (d) The Committee determines that forfeiture should not occur because the Participant had an approved separation from servicetermination of employment. The Committee will in its sole discretion determine whether or not to apply this provision. Notwithstanding anything in this Section 3 to the contrary, if the Participant is a “Specified Employee” (as defined in Section 409A of the Internal Revenue Code) on the date on which shares would otherwise have been issued on account of the Participant’s termination of employment under this Section 3 other than due to death, no shares shall be issued before the date that is six months after the date of the Participant’s termination of employment (or, if earlier, the date of the Participant’s death). Any shares which such a Participant would otherwise be entitled during the first six months following the date of termination shall be issued on the first day of the seventh month following the date of termination.

Forfeiture of Units. If the Participant separates from service before Director ceases to be a member of the Vesting Date in circumstances Board prior to the Issue Date, other than as described in (a)-(da)-(c) below, any unvested Units will be forfeitedforfeited as of the date the Director's membership on the Board terminates. If the Participant separates from service due Director ceases to Retirement, dies or incurs be a Disability before Board member prior to the Vesting Issue Date as in the circumstances set forth in (a) below, the unvested Units will become fully vested and non-forfeitableforfeitable on the date of the Director's death or Disability, as applicable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) promptly thereafter, subject in unless the case Director elects to defer receipt of the Participant’s Retirement shares pursuant to Section 5 below2(b). If the Participant separates from service before Director ceases to be a Board member prior to the Vesting Issue Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full months from the first anniversary of the Award Date until the date of such termination divided by 60, and shares of Company Stock will be issued on the otherwise applicable Vesting DateIssue Date or promptly thereafter, subject unless the Director elects to defer receipt of the shares pursuant to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date2(b). If the Participant separates from service before the Vesting Date Director ceases to be a Board member in the circumstance set forth in (dc) below, the unvested Board shall determine the number of Units set forth in this Award to be vested and the date that the vested Units will become fully vested and non-forfeitablebe issued, and unless the Director elects to defer receipt of the shares will be issued on the otherwise applicable Vesting Date, subject pursuant to Section 5 below2(b). (a) The Participant separates from service Director ceases to be a Board member due to Retirement, dies, his or incurs a her death or Disability (as defined below); (b) The Participant separates from service due to Early Retirement (as defined in the Plan); (cb) The Participant separates from Director's service or his employment as a Board member is interrupted terminated due to military service; or; (dc) The Committee Board determines that forfeiture should not occur because the Participant Director had an approved separation from servicetermination of his or her service as a Board member. The Committee Board will in its sole discretion determine whether or not to apply this provisionprovision and if so, any additional terms or conditions applicable to the determination, including but not limited to, whether or not the vesting schedule should be adjusted.

Forfeiture of Units. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies death or incurs a Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s 's Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s 's Retirement to Section 5 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full whole months from January 1 of the first anniversary of calendar year following the calendar year in which the Award Date occurs until the date of termination divided by 6036, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. (a) The Participant separates from service due to Retirement, dies, death or incurs a Disability (as defined below)Disability; (b) The Participant separates from service due to Early Retirement (as defined in the Plan)Retirement; (c) The Participant separates from service or his employment is interrupted due to military service; or (d) The Neither (a), (b) nor (c) applies, but the Committee determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee will in its sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(da)-(e) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies death or incurs a Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full whole months from January 1 of the first anniversary of calendar year following the calendar year in which the Award Date occurs until the date of termination divided by 6036, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted interrupted, in both instances, due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) or (e) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. (a) The Participant separates from service due to Retirement, dies, death or incurs a Disability (as defined below)Disability; (b) The Participant separates from service due to Early Retirement (as defined in the Plan)Retirement; (c) The Participant separates from service or his employment is interrupted due to military service; or; (d) The Participant separates from service due to Early Retirement with at least twenty-five (25) consecutive years of service with the Company and its subsidiaries since the Participant’s most recent hire date; or (e) Paragraph (a) does not apply, but the Committee or its designee so authorized determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee or its designee so authorized will in its his or her sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies death or incurs a Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full whole months from January 1 of the first anniversary of calendar year following the calendar year in which the Award Date occurs until the date of termination divided by 6036, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. (a) The Participant separates from service due to Retirement, dies, death or incurs a Disability (as defined below)Disability; (b) The Participant separates from service due to Early Retirement (as defined in the Plan)Retirement; (c) The Participant separates from service or his employment is interrupted due to military service; or (d) The Neither (a), (b) nor (c) applies, but the Committee determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee will in its sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service before the final Vesting Date in circumstances other than as described in (a)-(da)-(e) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies death or incurs a Disability before the final Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement to Section 5 below. If the Participant separates from service before the final Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units that will vest as a consequence of such termination shall equal the product of (x) the total number of Units set forth in this Award will be vested on Award, multiplied by (y) a pro rata basis based on a fraction fraction, the numerator of which is (A) the number of full whole months from January 1 of the first anniversary of calendar year following the calendar year in which the Award Date occurs until the date of such termination divided and the denominator of which is (B) 36, such product to be reduced by 60that number of Units that has already vested (if any) in accordance with one or more applicable Vesting Dates occurring prior to such termination and consequently, and the corresponding number of shares based on the foregoing calculation will be issued on the otherwise next applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted interrupted, in both instances, due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) or (e) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. (a) The Participant separates from service due to Retirement, dies, death or incurs a Disability (as defined below)Disability; (b) The Participant separates from service due to Early Retirement (as defined in the Plan)Retirement; (c) The Participant separates from service or his employment is interrupted due to military service; or; (d) The Participant separates from service due to Early Retirement with at least twenty-five (25) consecutive years of service with the Company and its subsidiaries since the Participant’s most recent hire date; or (e) Paragraph (a) does not apply, but the Committee determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee will in its sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies or incurs a Disability before the Vesting Date as set forth in (a) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s 's Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s 's Retirement to Section 5 below. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full months from the first anniversary of the Award Date until the date of termination divided by 60, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. (a) The Participant separates from service due to Retirement, dies, or incurs a Disability (as defined below)Disability; (b) The Participant separates from service due to Early Retirement (as defined in the Plan)Retirement; (c) The Participant separates from service or his employment is interrupted due to military service; or (d) The Committee determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee will in its sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service before the Vesting Date in circumstances other than as described in (a)-(d) below, any unvested Units will be forfeited. If the Participant separates from service due to Retirement, dies or incurs a Disability before the Vesting Date as set forth in (a) or (b) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the date on which the Participant’s Retirementdeath, death Disability, or Disability separation occurs or as soon as administratively practicable (but in any event no later than 90 days) thereafter, subject in the case of the Participant’s Retirement subsection (b) to Section 5 below. 1 If necessary or appropriate to ensure orderly administration of the Company’s payroll and tax reporting obligations, the Company may accelerate vesting and payment of restricted stock units up to a maximum of thirty days before the date on which such restricted stock units would otherwise have vested and been paid. If the Participant separates from service before the Vesting Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full whole months from January 1 of the first anniversary of calendar year following the calendar year in which the Award Date occurs until the date of termination divided by 6036, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. Any remaining unvested Units will be forfeited as of the date of separation; except that a Participant who separates from service or whose employment is interrupted interrupted, in both instances, due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Date. If the Participant separates from service before the Vesting Date in the circumstance set forth in (d) below, the unvested Units will become fully vested and non-forfeitable, and shares will be issued on the otherwise applicable Vesting Date, subject to Section 5 below. (a) The Participant separates from service due to Retirement, dies, death or incurs a Disability (as defined below)Disability; (b) The Participant separates from service due to Early Retirement (as defined in after turning 55 years old and, at the Plan)time of separation, has at least 10 consecutive years of service with the Company or its subsidiaries since the Participant’s most recent hire date; (c) The Participant separates from service or his employment is interrupted due to military service; or (d) The Paragraphs (a) and (b) do not apply, but the Committee or its designee so authorized determines that forfeiture should not occur because the Participant had an approved separation from service. The Committee or its designee so authorized will in its his or her sole discretion determine whether or not to apply this provision.

Forfeiture of Units. If the Participant separates from service Director ceases to be a member of the Board before the Vesting Date in circumstances Issue Date, other than as described in (a)-(da)-(c) below, any unvested Units will be forfeitedforfeited as of the date the Director’s membership on the Board terminates and shares of Company Stock for the vested Units will be issued at the Issue Date. If the Participant separates from service due Director ceases to Retirement, dies or incurs be a Disability Board member before the Vesting Issue Date as in the circumstances set forth in (a) below, the unvested Units will become fully vested and non-forfeitableforfeitable on the date of the Director’s death or Disability, as applicable, and shares will be issued on the date on which the Participant’s Retirement, death or Disability occurs or as soon as administratively practicable (but in any event no later than 90 days) promptly thereafter, subject in unless the case Director has elected to defer receipt of the Participant’s Retirement to shares under Section 5 below2(b). If the Participant separates from service Director ceases to be a Board member before the Vesting Issue Date in the circumstances set forth in (b) or (c) below, the number of Units set forth in this Award will be vested on a pro rata basis based on a fraction of the number of full months from the first anniversary of the Award Date until the date of such termination divided by 60, and shares of Company Stock will be issued on the otherwise applicable Vesting DateIssue Date or promptly thereafter, subject unless the Director has elected to Section 5 below. Any remaining unvested Units will be forfeited as defer receipt of the date of separation; except that a Participant who separates from service or whose employment is interrupted due to military service as provided in (c) below and who returns to employment with the Company upon cessation of such military service before the otherwise applicable Vesting Date will vest in any remaining unvested Units if employed on the Vesting Dateshares under Section 2(b). If the Participant separates from service before the Vesting Date Director ceases to be a Board member in the circumstance set forth in (dc) below, the unvested Board shall determine the number of Units will become fully set forth in this Award to be vested and non-forfeitable, and the shares of Company Stock for the vested Units will be issued on at the otherwise applicable Vesting Issue Date, subject unless the Director has elected to defer receipt of the shares under Section 5 below2(b). (a) The Participant separates from service Director ceases to be a Board member due to Retirement, dies, his or incurs a her death or Disability (as defined below); (b) The Participant separates from service due to Early Retirement (as defined in the Plan); (cb) The Participant separates from Director’s service or his employment as a Board member is interrupted terminated due to military service; or (dc) The Committee Board determines that forfeiture should not occur because the Participant Director had an approved separation from servicetermination of his or her service as a Board member. The Committee Board will in its sole discretion determine whether or not to apply this provision.