Upon the Participant’s Termination of Employment for any reason before the third anniversary of the Grant Date, all Restricted Stock Units shall be forfeited. Notwithstanding the foregoing, (i) in the event that the Participant experiences a Termination of Employment before the third anniversary of the Grant Date due to the Participant’s Retirement at any time following the end of the calendar year in which the Grant Date occurred, the Participant shall vest in that number of Restricted Stock Units determined in accordance with Section 1(b) and (ii) in the event of the Participant’s Termination of Employment before the third anniversary of the Grant Date by the Company without Cause, or Termination of Employment due to death or Disability, the Participant shall vest in a number of Restricted Stock Units equal to the product of (A) the number of Restricted Stock Units determined in accordance with Section 1(b) and (B) a fraction, the numerator of which is the number of full months from the Grant Date until the date of Termination of Employment ( provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is thirty-six months. Any Restricted Stock Units earned pursuant to the immediately preceding sentence shall be settled in accordance with Section 2. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Participant’s employment at any time.