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The Company shall issue or deliver Common Shares to settle vested RSUs granted hereunder: (i) except with respect to Sections 5 and 6 of this Agreement, on the applicable date set forth under the “Vesting Schedule” on the electronic cover page to which this Agreement is attached; (ii) in the event of the Participant’s death (the event contemplated by Section 5(a) of this Agreement) or “separation from service” from the Company within the meaning of Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations (the event for purposes of Section 409A of the Code contemplated by either Section 5(b), 5(c), or 5(d) of this Agreement), on the date of such event; or (iii) with respect to an event contemplated by Section 6 of this Agreement, on the date of the Change in Control; provided, that if the Change in Control does not constitute a “change of control event” (as described in Treasury Regulation Section 1.409A-3(i)(5)(i)) with respect to the Company, the Common Shares will not be issued or delivered as a result of such event and shall instead be issued or delivered in accordance with this Section 3(b) of this Agreement upon the next event contemplated hereby.

Notwithstanding anything in this Agreement, including Section 3(b) of this Agreement, to the contrary, if, on the date the Participant ceases to be an Employee of the Company, the Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any payment that is considered nonqualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit will be made on the earlier of: (i) the fifth business day of the seventh month after such “separation from service” or (ii) the Participant’s death.

Involuntary Termination Other Than For Cause or Detrimental Activity; Termination For Good Reason. In the event the Participant ceases to be an Employee of the Company during a Period of Restriction because either (i) the Company or any of its Subsidiaries terminates such employment for any reason other than for Cause or other Detrimental Activity or (ii) the Participant terminates his or her employment for Good Reason, all RSUs granted hereunder and held by the Participant at the time of such employment termination shall no longer be subject to the Period of Restriction and shall become 100% vested and the Company shall issue or deliver the Common Shares underlying such RSUs to the Participant in accordance with Section 3(b) of this Agreement, subject to any delay required pursuant to Section 3(c) of this Agreement.

Retirement. In the event the Participant ceases to be an Employee of the Company as a result of retirement at or after age 65 during a Period of Restriction, a pro rata portion, determined in accordance with the next following sentence, of all RSUs granted hereunder and held by the Participant at the time of such retirement at or after age 65 shall no longer be subject to the Period of Restriction and shall become vested and the Company shall issue or deliver the Common Shares underlying such RSUs to the Participant in accordance with Section 3(b) of this Agreement, subject to any delay required pursuant to Section 3(c) of this Agreement. Such pro rata portion shall be determined based on a fraction, the numerator of which shall be the number of days the Participant was employed during a Period of Restriction and the denominator of which shall be the total number of days in such Period of Restriction. RSUs granted hereunder and held by the Participant at the time of a retirement at or after age 65 contemplated by this Section 5(d) that do not vest as provided above shall be forfeited by the Participant upon such retirement at or after age 65.