Common use of Special Vesting Rules Clause in Contracts

Special Vesting Rules. (1) Employee's interest in all of the shares of Stock subject to this Deferred Stock Award (rounding up or down to the nearest whole share) automatically will vest and become nonforfeitable if (after he or she has signed this Deferred Stock Award Agreement) (A) his or her employment with the Company or a Subsidiary terminates as a result of his or her (i) death, (ii) Permanent Disability (as defined in §3(d)(5)), (iii) Lay Off (as defined in § 3(d)(2)), (iv)Retirement (as defined in§ 3(d)(3)), (v) termination by the Company or a Subsidiary without Cause (as defined in§ 3(d)(4)) or (B) there is a Change in Control (as defined in the Plan). (2) An Employee on an approved leave of absence, as described in Section 16(b) of the Plan, other than due to vacation or jury duty (an “Approved Leave”), will not continue to vest in any shares of Stock subject to this Deferred Stock Award during or after such Approved Leave, provided, however, that if immediately after the end of such Approved Leave Employee returns to Active Service with the Company or its Subsidiaries for a continuous period of at least 90 days (or for at least one day in the case of an Employee on an Approved Leave for military service), such Employee will be vested in such shares in the same amount as such Employee would have been vested if such Employee had never taken such Approved Leave.