Termination of Employment (a) Subject to the terms of any employment, executive or similar agreement, if Awardee’s employment by the Company or any of its Affiliates (as defined in the Plan) is voluntarily or involuntarily terminated (regardless of whether an Awardee continues to be considered an employee under local labor laws) for any reason other than Disability, death or Retirement prior to the end of the Performance Period, Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of the date that Awardee is no longer actively employed by the Company and its Affiliates as determined by the Committee or any of its delegates in its, his or her sole discretion (the “Termination Date”), and such Restricted Stock Units shall be canceled and shall be of no further force and effect. (b) If Awardee’s termination of employment is on account of Disability, death or Retirement prior to the end of the Performance Period, Awardee shall not forfeit his or her Award and shall remain eligible to earn his or her Award, subject to the requirements of Section 2; provided, however, that the number of Restricted Stock Units determined pursuant to Section 2 by the Committee shall be multiplied by a fraction, the numerator of which shall be the full and partial months from the Award Date to Awardee’s Termination Date and the denominator of which shall be the number of months in the Performance Period. For the avoidance of doubt, an Awardee who, at the time of such termination, has attained the age of 65 but has not completed at least four years of service with the Company shall not be deemed to have been terminated on account of Retirement and Section 4(a) above shall apply. In the event of Awardee’s termination of employment after the Performance Period, the Company, as soon as practicable following the date of such termination (the “Termination Date”) (but in no event later than two and one-half months after the end of the Performance Period) shall issue shares of Stock to Awardee (or Awardee’s designated beneficiary or estate executor, as applicable, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have been earned but for which shares of Stock had not yet been issued to Awardee.
Separation from Employment You will, upon separation from employment with the Company and its subsidiaries for any reason (such as termination, resignation, death or disability) (each, a “Separation”), receive such salary and other benefits as have accrued as of the date and time of Separation, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered a “separation from service” under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing employment with another entity that is considered a single entity with the Company (“Employer Group”) under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Code”), any Severance Benefits to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “separated from service” under Treasury Regulation § 1.409A-1(h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the board of directors of a member of the Employer Group is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A of the Code with benefits under any other Employer Group plan or agreement in which you also participate as a director. Notwithstanding any provisions of this Agreement to the contrary, if you are a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your death.