If the Employee’s employment ( x ) is terminated by reason of the Employee’s death or Disability or ( y ) terminates by reason of the Employee’s retirement on or after the Employee reaching normal retirement age (as determined by the retirement policy of the Company applicable to the Employee), in either case before the last day of the Performance Cycle, ( 1 ) a pro rata number of the Performance Shares shall be earned and vested based on actual achievement of the Performance Goals during the entire Performance Cycle (as if the Employee’s employment had continued during the entire Performance Cycle), with such resulting number of Performance Shares then multiplied by a fraction representing the elapsed portion of the Performance Cycle through the date of the Employee’s actual date of termination of employment, and ( 2 ) any Performance Shares that do not vest pursuant to this Section 2(b)(i) shall automatically be forfeited and cancelled; provided , that ( x ) at least six (6) months must elapse from the Grant Date to the date of termination of the Employee’s employment for any termination initiated by the Employee to be treated as a retirement, and ( y ) in the case of the Employee’s retirement, such pro rata vesting shall be conditioned on the Administrator’s determination that the Employee remains in material compliance with any restrictive covenants applicable to the Employee.