2.2 An additional ____ Units will vest on March 4, 2021; and
2.3 The final ____ Units will vest on March 4, 2022.
3. Termination of Employment or Services.
3.1 General. Subject to the provisions of Section 3.2 and Section 3.3, below, if the Grantee terminates employment with the Company for any reason (including upon a termination for Cause), or otherwise ceases to perform services for the Company, any Units that are not vested under the schedule in Section 2, above, will be canceled and forfeited as of the date of the Grantees termination of employment or service.
3.2 Retirement. If: (i) the Grantee is Retirement Eligible (as defined below) as of the Grant Date; and (ii) actually Retires after the six month anniversary of the Grant Date, the Grantee shall continue to vest in the Units, as set forth in Section 2, above, as if the Grantees termination of employment had not occurred. For purposes of this Grant Agreement: (A) Retirement Eligible means attainment of age 55, with 10 or more years of service with the Company, or attainment of age 65; and (B) Retires, Retire, or Retirement means the voluntary termination of employment by the Grantee if the Grantee is Retirement Eligible; provided, that, the Grantee delivers a Notice of Termination (as defined in the Employment Agreement) to the Company at least three months prior to his or her last day of employment.
3.3 Change in Control. In the event the Company terminates the Grantees employment without Cause (including a deemed termination for Good Reason, if applicable for the Grantee, as defined in the Employment Agreement) within two (2) years following a Change in Control, then the unvested portion of the Units shall become immediately vested as of the date of the Grantees termination of employment. If a Change in Control occurs following the date on which the Grantee Retires, then the unvested portion of the Units shall become immediately vested as of the date of the Change in Control.
4. Time and Form of Payment. Subject to the provisions of this Grant Agreement and the Plan, as the number of Units vest under Section 2 or under Section 3, above, as the case may be, the Company will deliver to the Grantee the same number of whole shares of Stock, rounded up or down. Subject to Section 20, below, the Company must deliver the vested shares (if any) within 15 days of the applicable vesting date.
5. Nontransferability. The Units granted by this Grant Agreement shall not be transferable by the Grantee or any other person claiming through the Grantee, either voluntarily or involuntarily, except by will or the laws of descent and distribution or as otherwise provided under Article 13 of the Plan.
6. Adjustments. In the event of a stock dividend or in the event the Stock shall be changed into or exchanged for a different number or class of shares of stock of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation, there shall be substituted for each such remaining share of Stock then subject to this Grant Agreement the number and class of shares of stock into which each outstanding share of Stock shall be so exchanged, all as set forth in Section 5.3 of the Plan.