If Employee’s employment is terminated as a result of Employee’s Disability (as defined below), Retirement (as defined below) or death prior to the Performance Vesting Date, then, for purposes of determining the number of shares that are eligible to vest, the performance period shall be deemed to end on the last day of the last completed fiscal month of the Company prior to the date of the termination due to death, Disability or Retirement (the shortened performance period is referred to herein as the “Shortened Performance Period”). The number of Vesting Shares will be based on the extent of achievement of the Threshold or Budget performance goals set forth in the attached Exhibit A, as adjusted proportionately for the Shortened Performance Period (i.e. dividing the total number of fiscal months in the Shortened Performance Period by 12) as determined by the Committee in its sole discretion. Notwithstanding Section 3(b), Employee’s Vesting Shares shall vest in full and be exercisable upon the Committee’s determination of the number of Vesting Shares pursuant to this Section 3(e).