Termination Provisions. (a) Termination of Employment Upon Death or Disability. Unless otherwise provided in any employment agreement or change in control agreement between the Participant and the Company (or any subsidiary thereof), in which case such agreement shall control, upon termination of the Participant's employment with the Company or its subsidiaries or affiliates by reason of death or disability (as determined by the Committee),
all unvested a prorated portion of the number of RSUs shall become
vested. Such... vested vested, but only if the Committee determines that the performance measures have been achieved at the end of the applicable performance period. The prorated portion shall be determined by calculating the number of complete months of employment between the start date of the applicable performance period and the date of termination of employment, divided by the number of months in the applicable performance period, multiplied by the number of RSUs earned, if any. Vested RSUs shall be converted to Stock, on a one to one basis, or the cash value thereof, as elected by the Participant or his or her estate or other representative, and shall be delivered to the Participant or his or her estate, as applicable, within thirty (30) days following such termination the Certification Date. The election discussed in the preceding sentence shall be made by the Participant or his or her estate or other representative prior to the Valuation Date, and in the absence of employment. an election, a deemed cash election shall be presumed. The cash value of a share of Stock, for this purpose, shall be determined as of the Valuation Date. Notwithstanding the prior sentence, sentences, payment shall be delayed until the first day of the seventh month following termination of employment, if necessary to comply with the requirements of Section 409A of the Internal Revenue Code. Any RSUs that do not vest upon the Participant's death or disability or upon Committee certification of performance shall be forfeited automatically and immediately. (b) Termination of Employment Upon Retirement. Unless otherwise provided in any employment agreement or change in control agreement between the Participant and the Company (or any subsidiary thereof), in which case such agreement shall control, upon termination of the Participant's employment with the Company or its subsidiaries or affiliates because of the Participant's retirement, a prorated portion of the number of RSUs shall become vested, but only if the Committee determines that the performance measures have been achieved at the end of the applicable performance period. For this purpose, "Retirement" shall mean a voluntary termination of employment on or after attainment of age [insert]. The prorated portion shall be determined by calculating the number of complete months of employment between the start date of the applicable performance period and the date of termination of employment, divided by the number of months in the applicable performance period, multiplied by the number of RSUs earned, if any. Vested RSUs shall be converted to Stock, on a one to one basis, or the cash value thereof, as elected by the Participant, and shall be delivered to the Participant within thirty (30) days following the Certification Date. The election discussed in the preceding sentence shall be made prior to the Valuation Date, and in the absence of an election, a deemed cash election shall be presumed. The cash value of a share of Stock, for this purpose, shall be determined as of the Valuation Date. Any RSUs that do not vest upon the Participant's retirement or upon Committee certification of performance shall be forfeited automatically and immediately. (c) Termination of Employment For Other Reasons. Unless otherwise provided in any employment agreement or change in control agreement between the Participant and the Company (or any subsidiary thereof), in which case such agreement shall control, upon termination of the Participant's employment with the Company or its subsidiaries or affiliates for any reason (including, without limitation, retirement), reason, other than death death, disability or disability, retirement, all unearned and unvested RSUs will be forfeited automatically and immediately.
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