RSUs become unrestricted and no longer subject to forfeiture and will fully vest on the third anniversary of the grant date. Participants will immediately forfeit any non-vested RSUs upon termination of employment with the Company, including any of its subsidiaries, for any reason other than death, Disability, Retirement or Change of Control (as those terms are defined in the Kellogg Company 2017 Long-Term Incentive Plan (the “Plan”). In the case of a participant’s, death, Disability or Retirement, RSUs will partially vest. Vesting in those cases will be pro-rated based on the number of days the participant was actively employed during the vesting period.