Common use of Vesting; Forfeiture Clause in Contracts

Vesting; Forfeiture. The Units will become vested in accordance with the schedule set forth below, if, as of the date(s) specified in the schedule, the Grantee is employed by the Company on such date: In addition, the Units will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company on the date of such event: (i) death of the Grantee; (ii) termination of the Grantee’s employment for Disability (as defined in the Plan); or (iii) the consent of the Human Resources Committee (the “Committee”), in its sole discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant. The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are referred to herein as, the “Vested Units.” Subject to Section 18 of the Plan, and except as expressly provided otherwise by a “Change in Control Agreement” by and between the Grantee and the Company that is in effect at the time of a Change in Control (as defined in the Plan), upon a Change in Control, the vesting of the unvested Units shall not be accelerated, but rather the Units shall continue to vest in accordance with the schedule set forth above. All of the unvested Units shall be forfeited by the Grantee to the Company if, prior to vesting in accordance with this Section 3, the Grantee’s employment with the Company terminates for any reason, other than death or Disability. Upon forfeiture, all of the Grantee’s rights with respect to the forfeited Units shall cease and terminate, without any further obligations on the part of the Company.

Vesting; Forfeiture. The Awarded Units will which have become vested in accordance with pursuant to the schedule set forth below, if, as terms of the date(s) specified in the schedule, the Grantee is employed by the Company on such date: In addition, the Units will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company on the date of such event: (i) death of the Grantee; (ii) termination of the Grantee’s employment for Disability (as defined in the Plan); or (iii) the consent of the Human Resources Committee (the “Committee”), in its sole discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant. The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are collectively referred to herein as, the as “Vested Units.” Subject All other Awarded Units are collectively referred to herein as “Unvested Units.” The Participant shall be eligible to receive shares of Common Stock with respect to the Vested Units in accordance with Section 18 4 below. a. Except as otherwise provided in this Section 3, the Awarded Units will vest on the date the Committee determines whether the vesting conditions set forth on Exhibit A hereto have been achieved (which date shall be after the end of the Plan, and except as expressly provided otherwise by a “Change in Control Agreement” by and between the Grantee and the Company that is in effect at the time of a Change in Control Performance Period (as defined in Exhibit A) and no later than March 15, 2024). b. Except as otherwise provided by Section 3.c., Section 3.d., Section 3.e., and Section 3.f. hereof, immediately upon the Plan), upon a Change in ControlParticipant’s Termination of Service for any reason whatsoever, the vesting Participant shall be deemed to have forfeited all of the unvested Participant’s Unvested Units. c. Notwithstanding the foregoing, if the Participant’s employment with the Company or any of its Subsidiaries terminates by reason of the Participant’s death or Total and Permanent Disability, all Unvested Units shall not be acceleratedimmediately become Vested Units upon such termination (with Awarded Units vesting at the target (100%) performance level). d. In the event of the Participant’s Termination of Service by the Company without Cause, but rather then the Awarded Units shall continue to vest in accordance with Section 3.a., Section 3.c., Section 3.e., and Section 3.f. as if the schedule set forth above. All Participant had remained in active employment, pro-rated based on the number of days the Participant was employed during the Performance Period through his or her Termination of Service. e. In the event of the unvested Participant’s Termination of Service on or after the one-year anniversary of the Date of Grant as a result of his or her Retirement, then the Awarded Units shall be forfeited by the Grantee continue to the Company if, prior to vesting vest in accordance with Section 3.a., Section 3.c., and Section 3.f. as if the Participant had remained in active employment, pro-rated based on the number of days the Participant was employed during the Performance Period though his or her Termination of Service. Notwithstanding the foregoing, no Awarded Units shall remain eligible to vest under this Section 33.e. if the Participant’s Termination of Service is (x) by the Company for Cause or (y) due to his or her Retirement if such termination occurs prior to the one-year anniversary of the Date of Grant. f. Notwithstanding the foregoing and regardless of whether the performance criteria set forth in Exhibit A have been achieved, in the event that a Change in Control occurs and on or after the date of the Change in Control, the Grantee’s employment Participant incurs a Termination of Service by the Company (or by its successor following the Change in Control) without Cause (as defined in Section 3.e. below) then 100% of the Unvested Units shall immediately become Vested Units upon such termination (with the Company terminates for any reasonAwarded Units vesting at the target (100%) performance level). g. For purposes hereof, other than death or Disability. Upon forfeiture“Change in Control” shall have the meaning set forth in the Plan, all provided that such event is a “change in control” within the meaning of Section 409A of the Grantee’s rights with respect to Code, and the forfeited Units shall cease regulations and terminate, without any further obligations on the part of the Companyother applicable guidance issued thereunder.

Vesting; Forfeiture. The Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Units will become vested as follows: 100% of the Units on the earlier of (i) the first anniversary of the Date of Grant, or (ii) the first annual stockholders meeting following the Date of Grant, provided that such meeting is not less than fifty (50) weeks following the Date of Grant (the date on which such Units become vested in accordance with this clause 2(i) or 2(ii) is referred to herein as the schedule set forth below“Vesting Date”), if, as of the date(sor if earlier (A) specified in the schedule, the Grantee is employed by the Company on such date: In addition, the Units will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company on the date of such event: (i) upon death of the Grantee; Director, or (iiB) upon the termination of the GranteeDirector’s employment service for Disability (as defined in the Plan); or ) (iii) the consent of the Human Resources Committee (the “Committee”), in its sole discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant. The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are being referred to herein as, the “Vested Units.” ”). Subject to Section 18 of the Plan, and except as expressly provided otherwise by a “Change in Control Agreement” by and between the Grantee and the Company that is in effect at the time of upon a Change in Control (as defined in the Plan), upon a Change in Control, the vesting of the unvested Units shall not be accelerated, but rather the Units shall continue to vest in accordance with the schedule set forth above. All of the unvested Units shall be forfeited by the Grantee Director to the Company if, prior to vesting in accordance with this Section 3as set forth above, the Grantee’s employment Director ceases to be a director of the Company (or otherwise terminates service with the Company terminates Company) for any reason, other than death which termination shall be evidenced by written notice from the Company or Disabilityfrom the Director. Upon forfeiture, all of the GranteeDirector’s rights with respect to the forfeited Units shall cease and terminate, without any further obligations on the part of the Company.

Vesting; Forfeiture. (a) The Restricted Stock Units will become vested granted hereunder shall vest (subject to forfeiture, as set forth in accordance Section 3(d) below) on the fifth anniversary of the date hereof, provided the Grantee has remained an Employee from the date hereof through such fifth anniversary. In the event that Grantee's employment with the Company is terminated on account of death, Disability or Retirement (each, as defined below), a pro-rata portion of the Restricted Stock Units shall vest (subject to forfeiture, as set forth in Section 3(d) below) immediately upon such termination. The number of Restricted Stock Units that will vest upon termination on account of death, Disability or Retirement shall be the total number of Restricted Stock Units granted hereunder multiplied by a fraction, the numerator of which is the number of days the Grantee served as an Employee from the date of this Agreement to the date of such termination and the denominator of which is one thousand eight hundred twenty five (1,825). Notwithstanding the vesting schedule set forth above, the Committee shall have absolute discretion to accelerate the vesting (subject to forfeiture, as set forth in Section 3(d) below) of the Restricted Stock Units at any time and for any reason. (b) In the event that Grantee's employment with the Company is terminated for any reason, ifall unvested Restricted Stock Units (except for those that vest immediately upon death, Disability or Retirement) shall be forfeited, and the Grantee shall have no further rights with respect to such Restricted Stock Units. (c) For purposes of this Agreement, the Grantee's employment will be deemed to have terminated on account of a Disability if such employment has terminated on account of the total and permanent disability of the Grantee, as determined by the Committee in its sole discretion. For purposes of this Agreement, the Grantee's employment will be deemed to have terminated on account of Grantee's Retirement if such employment is terminated and thereafter Grantee either retires from gainful employment or becomes employed outside of the property/casualty insurance or reinsurance industry. (d) The Grantee agrees not to engage in a Competitive Action (as defined below) from the date hereof through the first anniversary of the date of Grantee's termination of employment with the Company. If on or prior to the Settlement Date (as defined below), the Grantee engages in a Competitive Action or enters into, or has entered into, an agreement (written, oral or otherwise) to engage in Competitive Action, all of the Restricted Stock Units shall be immediately forfeited, and the Grantee shall have no further rights with respect to such Restricted Stock Units. In the event that the Grantee engages in a Competitive Action or enters into, or has entered into, an agreement (written, oral or otherwise) to engage in Competitive Action after the Settlement Date but on or prior to the first anniversary of the Grantee's termination of employment with the Company, the Grantee shall pay to the Company, upon demand by the Company, an amount equal to (i) the value, as of the date(s) specified in Settlement Date, of the schedule, number of shares of Stock delivered to the Grantee is employed by the Company on such date: In additionin respect of Restricted Stock Units, the Units will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company on the date of such event: (i) death of the Grantee; (ii) termination the amount paid to the Grantee on the Settlement Date in respect of the Grantee’s employment for Disability Dividend Equivalents (as defined in the Plan); or below) and interest thereon and (iii) the consent value of all dividends paid to the Grantee in respect of the Human Resources shares of Stock delivered to the Grantee on the Settlement Date. The Grantee may satisfy the payment obligation to the Company under (i) above by returning the shares delivered to the Grantee on the Settlement Date. (e) For purposes of this Agreement, the Grantee will be deemed to engage in a "Competitive Action" if, either directly or indirectly, and whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, the Grantee (i) in any geographical area where the Company is engaged in business, engages in any business activities which are competitive, to any material extent, with any type or kind of business activities conducted by the Company in such area, (ii) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company, solicits or induces, or in any manner attempts to solicit or induce, any person employed by, or as an agent of, the Company to terminate such person's employment or agency relationship, as the case may be, with the Company, (iii) diverts, or attempts to divert, any person, concern or entity from doing business with the Company or attempts to induce any such person, concern or entity to cease being a customer of the Company or (iv) makes use of, or attempts to make use of, the Company's property or proprietary information, other than in the course of the performance of services to the Company or at the direction of the Company. The determination as to whether the Grantee has engaged in a Competitive Action (as defined herein) shall be made by the Committee (the “Committee”), in its sole and absolute discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant. The date on which Committee's exercise or nonexercise of such discretion with respect to any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are referred to herein as, the “Vested Units.” Subject to Section 18 of the Plan, and except as expressly provided otherwise particular event or occurrence by a “Change in Control Agreement” by and between the Grantee and the Company that is in effect at the time of a Change in Control (as defined in the Plan), upon a Change in Control, the vesting of the unvested Units shall not be accelerated, but rather the Units shall continue to vest in accordance with the schedule set forth above. All of the unvested Units shall be forfeited by the Grantee to the Company if, prior to vesting in accordance with this Section 3, the Grantee’s employment with the Company terminates for any reason, other than death or Disability. Upon forfeiture, all of the Grantee’s rights with respect to the forfeited Units Grantee or any other recipient of restricted stock units shall cease and terminate, without not in any further obligations on way reduce or eliminate the part authority of the CompanyCommittee to (i) determine that any event or occurrence by or with respect to the Grantee constitutes engaging in a Competitive Action or (ii) determine the related Competitive Action date.

Vesting; Forfeiture. The Awarded Units will which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as “Vested Units.” All other Awarded Units are collectively referred to herein as “Unvested Units.” The Participant shall be eligible to receive shares of Common Stock with respect to the Vested Units in accordance with Section 4 below. Each date that the schedule Awarded Units become Vested Units as set forth in Sections 3.a. and 3.b. below, ifalong with the date Awarded Units vest pursuant to [Section 3.c. or 3.d] below, is referred to herein as of the date(s) specified a “Vesting Date”: a. [Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the schedulePlan, the Grantee is employed by the Company on such date: In addition, the Awarded Units will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company on the date of such eventshall vest as follows: (i) death of the Grantee; Awarded Units (rounded down for any fractional shares) shall vest on ________; (ii) termination ________ of the Grantee’s employment Awarded Units (rounded down for Disability (as defined in the Plan)any fractional shares) shall vest on ________; or and (iii) the consent ________ of the Human Resources Committee Awarded Units (the “Committee”rounded down for any fractional shares) shall vest on ________; provided that, on each event described in subclauses (i), in its sole discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant. The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units(ii), and such vested Units are referred to herein as(iii) herein, the “Vested UnitsParticipant is employed by (or, if the Participant is a Contractor or Outside Director, is providing services to) the Company or its Subsidiaries on such date(s).]1 b. Except as otherwise provided by [Sections 3.c and 3.d.” Subject ] hereof, immediately upon the Participant’s Termination of Service for any reason whatsoever, the Participant shall be deemed to Section 18 have forfeited all of the PlanParticipant’s Unvested Units. 1 Vesting TBD. c. [Notwithstanding the foregoing, and except as expressly provided otherwise by a “Change in Control Agreement” by and between the Grantee and the Company event that is in effect at the time of a Change in Control (as defined in occurs, then 100% of the Plan), Unvested Units shall immediately become Vested Units upon a such Change in Control.] d. [Notwithstanding the foregoing, if the vesting of the unvested Units shall not be accelerated, but rather the Units shall continue to vest in accordance Participant’s employment with the schedule set forth above. All of the unvested Units shall be forfeited by the Grantee or services to the Company if, prior to vesting in accordance with this Section 3, or any of its Subsidiaries terminates by reason of the GranteeParticipant’s employment with the Company terminates for any reason, other than death or Total and Permanent Disability. Upon forfeiture, all of the Grantee’s rights with respect to the forfeited Unvested Units shall cease and terminate, without any further obligations on the part of the Companyimmediately become Vested Units upon such termination.]

Vesting; Forfeiture. The Awarded Units will which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as “Vested Units.” All other Awarded Units are collectively referred to herein as “Unvested Units.” The Participant shall be eligible to receive shares of Common Stock with respect to the Vested Units in accordance with Section 4 below. Each date that the schedule Awarded Units become Vested Units as set forth in Sections 3.a. and 3.b. below, ifalong with the date Awarded Units vest pursuant to Section 3.c., 3.d., or 3.e. below, is referred to herein as a “Vesting Date”: a. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall vest as follows: (i) 20% of the Awarded Units (rounded down for any fractional shares) shall vest on the Date of Grant; (ii) 20% of the Awarded Units (rounded down for any fractional shares) shall vest on each of the first, second, and third anniversaries of the Date of Grant; and (iii) the remaining unvested Awarded Units shall vest on the fourth anniversary of the Date of Grant; provided that, on each event described in subclauses (i), (ii), and (iii) herein, the Participant is employed by (or, if the Participant is a Contractor or Outside Director, is providing services to) the Company or its Subsidiaries on such date(s). b. Except as otherwise provided by Sections 3.c and 3.d. hereof, immediately upon the Participant’s Termination of Service for any reason whatsoever, the Participant shall be deemed to have forfeited all of the Participant’s Unvested Units. c. Notwithstanding the foregoing and except as otherwise provided in Section 3.e., in the event that a Change in Control occurs, then 100% of the Unvested Units shall immediately become Vested Units upon such Change in Control. d. Notwithstanding the foregoing, if the Participant’s employment with or services to the Company or any of its Subsidiaries terminates by reason of the Participant’s death or Total and Permanent Disability, all Unvested Units shall immediately become Vested Units upon such termination. e. Notwithstanding anything to the contrary contained herein, in the event the Participant fails to comply with the Restricted Activities and Confidential Information provisions set forth in Sections 3.f-g. hereof, then (i) the Awarded Units shall immediately cease to vest as of the date(sdate of such violation, and (ii) specified in any Vested Units that had not been converted into shares of Common Stock and any Unvested Units shall be immediately forfeited and this Agreement (other than the schedule, provisions of this Section 3.e. and the Grantee is employed by the Company on such date: In addition, the Units provisions of Sections 3.f-h.) will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company be terminated on the date of such event: (i) death of the Grantee; (ii) termination of the Grantee’s employment for Disability (as defined in the Plan); or (iii) the consent of the Human Resources Committee (the “Committee”), in its sole discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant. The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are referred to herein as, the “Vested Unitsviolation.” Subject to Section 18 of the Plan, and except as expressly provided otherwise by a “Change in Control Agreement” by and between the Grantee and the Company that is in effect at the time of a Change in Control (as defined in the Plan), upon a Change in Control, the vesting of the unvested Units shall not be accelerated, but rather the Units shall continue to vest in accordance with the schedule set forth above. All of the unvested Units shall be forfeited by the Grantee to the Company if, prior to vesting in accordance with this Section 3, the Grantee’s employment with the Company terminates for any reason, other than death or Disability. Upon forfeiture, all of the Grantee’s rights with respect to the forfeited Units shall cease and terminate, without any further obligations on the part of the Company.

Vesting; Forfeiture. The (a) Subject to special vesting and forfeiture rules in this Agreement (including, without limitation, the remedies set forth in Section 11(f) below) and subject to certain restrictions and conditions set forth in the Plan, the Units will become vested in accordance with the schedule set forth below, if, as of the date(s) specified in the schedule, the Grantee is employed by the Company on such date: The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are referred to herein as, the “Vested Units.” (b) In addition, the Units will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company on the date of such event: (i) death of the Grantee;; or (ii) termination of the Grantee’s employment for Disability (as defined in the Plan); or. (iiic) Notwithstanding the consent of the Human Resources Committee (the “Committee”), in its sole discretionforegoing, to vest the remaining unvested Unitsextent not already vested, at any time after three years from the Date of Grant. The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are referred to herein as, the “Vested Units.” Subject to Section 18 of the Plan, and except as expressly provided otherwise by a “Change in Control Agreement” by and between if the Grantee and the Company that is in effect at the time of a Change in Control voluntarily terminates his or her employment for Retirement (as defined in the Planbelow), upon a Change in Control, the vesting of then the unvested Units shall not be accelerated, but rather the Units shall continue to vest and become Vested Units in accordance with the schedule set forth above. All of in Section 3(a) above as if the unvested Units shall be forfeited Grantee were employed by the Grantee to Company on such vesting date(s). (i) For purposes of this Agreement, the Company if, prior to vesting in accordance with this Section 3, term “Retirement” shall mean the Grantee’s voluntary termination of employment on or after (A) the attainment of the age sixty (60) and ten (10) years of service with the Company terminates for Company, and (B) six (6) months from the Date of Grant; provided, however, that if at any reason, other than death or Disability. Upon forfeiture, all of time the Committee determines that the Grantee’s rights with respect termination of employment should have been a termination of employment by the Company for Cause (as defined below), then such termination of employment will no longer be due to the forfeited Retirement and all Units shall cease and terminate, without any further obligations on the part of the Companyimmediately be forfeited.

Vesting; Forfeiture. (a) The Restricted Units will become vested shall be subject to a restricted period that shall commence on the Grant Date and, if Participant is in accordance with the schedule continuous service of the Company or its Affiliates until such vesting dates, terminate on the vesting dates set forth below, if, as of follows (such period herein called the date(s) specified in the schedule, the Grantee is employed by the Company on such date: In addition, the Units will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company on the date of such event: “Restricted Period”): (i) death thirty-three and one-third percent (331/3%) of such Units (if a fractional number, then the next lower whole number) shall vest on the first anniversary of the Grantee; Vesting Commencement Date, (ii) termination thirty-three and one-third percent (331/3%) of such Units (if a fractional number, then the next lower whole number) shall vest on the second anniversary of the Grantee’s employment for Disability (as defined in the Plan); or Vesting Commencement Date, and (iii) the consent remainder of such Units shall vest on the third anniversary of the Human Resources Committee Vesting Commencement Date. (b) The Restricted Units shall be forfeited to the “Committee”)Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Restricted Period applicable to such units; provided, however, that, in its sole discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant. The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are referred to herein as, the “Vested Units.” Subject to Section 18 of the Plan, and except as expressly provided otherwise by a “Change in Control Agreement” by and between the Grantee and the Company that is in effect at the time event of a Change in Control (as defined in or a Qualifying Termination occurring during the Plan), upon a Change in ControlRestricted Period, the vesting of Restricted Units shall become fully vested and the unvested Restricted Period shall terminate. Unless and until the Restricted Units are delivered to Participant upon vesting, the Restricted Units shall not be acceleratedassigned, but rather alienated, pledged, attached sold or otherwise transferred or encumbered by Participant in any manner. (c) Nothing in this Agreement shall confer upon Participant any right to continue in the Units employ or service of the Company or its Affiliates, nor shall continue to vest this Agreement interfere in accordance any manner with the schedule set forth above. All right of the unvested Company or its Affiliates to terminate the employment or service of Participant with or without cause at any time. (d) Upon the termination of the Restricted Period applicable to the Restricted Units, the restrictions applicable to the Restricted Units that have not theretofore been forfeited shall terminate, and as soon as practicable thereafter a certificate for the number of Restricted Units with respect to which the restrictions have terminated, together with any distributions with respect to such Units then being held by the Company pursuant to the provisions of this Agreement, if any, shall be forfeited by delivered, free of all such restrictions, to Participant or Participant’s beneficiary or estate, as the Grantee case may be. (e) Notwithstanding anything contained herein to the Company ifcontrary, the Committee shall have the right to cancel all or any portion of any outstanding restrictions prior to vesting in accordance the termination of such restrictions with this Section 3, the Grantee’s employment with the Company terminates for respect to any reason, other than death or Disability. Upon forfeiture, all of the Grantee’s rights Restricted Units on such terms and conditions as the Committee may, in writing, deem appropriate. (f) Subject to any forfeiture, Participant will have the right to vote such Restricted Units and to exercise all other rights, powers and privileges of a holder of the Units with respect to such Restricted Units, with the forfeited Units shall cease and terminate, without any further obligations on exception that the part Participant will not be entitled to delivery of the Companycertificate(s) representing such Restricted Units until the Restriction Period applicable to such Restricted Units or a portion thereof shall have expired and unless all other vesting requirements with respect thereto have been fulfilled.

Vesting; Forfeiture. The Subject to special vesting and forfeiture rules in this Agreement (including, without limitation, the remedies set forth in Section 11(f) below) and subject to certain restrictions and conditions set forth in the Plan, the Units will become vested in accordance with the schedule set forth below, if, as of the date(s) specified in the schedule, the Grantee is employed by the Company on such date: In addition, the Units will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company on the date of such event: (ia) death of the Grantee; (iib) termination of the Grantee’s employment for Disability (as defined in the Plan); or (iiic) the consent of the Human Resources Committee (the “Committee”), in its sole discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant. The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are referred to herein as, the “Vested Units.” Subject to Section 18 of the Plan, and except as expressly provided otherwise by a “Change in Control Agreement” by and between the Grantee and the Company that is in effect at the time of a Change in Control (as defined in the Plan), upon a Change in Control, the vesting of the unvested Units shall not be accelerated, but rather the Units shall continue to vest in accordance with the schedule set forth above. All of the unvested Units shall be forfeited by the Grantee to the Company if, prior to vesting in accordance with this Section 3, the Grantee’s employment with the Company terminates for any reason, other than death or Disability. Upon forfeiture, all of the Grantee’s rights with respect to the forfeited Units shall cease and terminate, without any further obligations on the part of the Company.