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The RSUs may be settled only in shares of common stock (one share per RUS) and will vest on February 4, 2023.  In the event of termination of employment due to (a) death (b) disability or (c) retirement on or after (i) age 65, (II) age 62 with a minimum of 5 years of continuous employment with or service to the Company or its Subsidiaries or affiliates or (iii) age 55 with a minimum of 10 years of continuous employment with or service to the Company or its Subsidiaries or affiliates (in the case of each termination described in (a), (b) or (c), a \"Retirement\") the RSUs will vest on a prorata basis determined by multiplying the number of RSUs awarded and or credited by a fraction, the numerator of which is the number of full months that have elapsed between the Grant Date and the termination date and the denominator of which is 36.  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