Common use of Termination of Employment and Change in Control Clause in Contracts

Termination of Employment and Change in Control. (a) Subject to the terms of any employment, executive or similar agreement, if Awardee’s employment with the Company and its Affiliates is voluntarily or involuntarily terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee’s employment or other service agreement, if any) other than by reason of 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 of termination of Awardee's employment (the “Termination Date”). Such Restricted Stock Units shall be canceled and shall be of no further force and effect as of the Termination Date. The Committee or any of its delegates shall have the discretion to determine when the Termination Date occurs for purposes of Awardee's Restricted Stock Units (including whether Awardee may still be considered to be employed while on a leave of absence). (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, if Awardee 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 or an Affiliate, Awardee 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 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, estate executor or legal heirs, as applicable, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have been vested but for which shares of Stock had not yet been issued to Awardee. (c) Notwithstanding anything to the contrary herein, the provisions relating to the treatment of this Award in the case of the termination of Awardee’s employment, including any rights to acceleration, that may be set forth in an employment or executive agreement between Awardee and the Company or an Affiliate (as applicable), shall apply to this Award to the extent applicable. In addition, if a Change in Control occurs at any time prior to the end of the Performance Period, the Awardee shall be deemed to have earned the CIC Percentage of the Target Award as of the Change in Control and the shares deemed earned shall remain subject to time-based cliff vesting at the end of the Performance Period subject to the Awardee’s continuous employment through such date; provided that, such time-based vesting shall be subject to any rights to acceleration set forth in any employment or executive agreement between Awardee and the Company or an Affiliate (as applicable) or in the Plan. This provision is specifically intended to control in the event of any inconsistency between this Award Agreement, the Plan or any employment or executive agreement.

Termination of Employment and Change in Control. (a) Subject to the terms of any employment, executive or similar agreement, if Awardee’s employment with the Company and or any of its Affiliates is voluntarily or involuntarily terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee’s employment or other service agreement, if any) other than by reason of 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 any Affiliate as determined by the Committee or any of termination of Awardee's employment its delegates in its, his or her sole discretion (the “Termination Date”). Such , and such Restricted Stock Units shall be canceled and shall be of no further force and effect as of the Termination Date. The Committee or any of its delegates shall have the discretion to determine when the Termination Date occurs for purposes of Awardee's Restricted Stock Units (including whether Awardee may still be considered to be employed while on a leave of absence)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, if Awardee 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 or an Affiliate, Awardee 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 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, beneficiary or estate executor or legal heirsexecutor, as applicable, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have been vested but for which shares of Stock had not yet been issued to Awardee. (c) Notwithstanding anything to the contrary herein, the provisions relating to the treatment of this Award in the case of the termination of Awardee’s employment, including any rights to acceleration, that may be set forth in an employment or executive agreement between Awardee and the Company or an Affiliate (as applicable), shall apply to this Award to the extent applicable. In addition, if a Change in Control occurs at any time prior to the end of the Performance Period, the Awardee shall be deemed to have earned the CIC Percentage of the Target Award as of the Change in Control and the shares deemed earned shall remain subject to time-based cliff vesting at the end of the Performance Period subject to the Awardee’s continuous employment through such date; provided that, such time-based vesting shall be subject to any rights to acceleration set forth in any employment or executive agreement between Awardee and the Company or an Affiliate (as applicable) or in the Plan. This provision is specifically intended to control in the event of any inconsistency between this Award Agreement, the Plan or any employment or executive agreement.. (d)

Termination of Employment and Change in Control. (a) Subject to In the terms of any employment, executive or similar agreement, if Awardee’s employment with event the Company and its Affiliates is voluntarily (or involuntarily terminated (regardless the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the reason for such termination and whether or not later found Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be invalid an Employee as the result of his or in breach her Retirement, Participant will be entitled to receive 100% of employment laws in the jurisdiction where Awardee is Award that would have otherwise been earned had Participant remained employed or the terms of Awardee’s employment or other service agreement, if any) other than by reason of Disability, death or Retirement prior to through the end of the Performance Period, Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of which will be settled at the date of termination of Awardee's employment (the “Termination Date”). Such Restricted Stock Units shall be canceled and shall be of no further force and effect as of the Termination Date. The Committee or any of its delegates shall time it would have the discretion to determine when the Termination Date occurs for purposes of Awardee's Restricted Stock Units (including whether Awardee may still be considered to be otherwise been paid had Participant remained employed while on a leave of absence). (b) If Awardee’s termination of employment is on account of Disability, death or Retirement prior to through 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, if Awardee 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 or an Affiliate, Awardee 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 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, estate executor or legal heirs, as applicableaddition, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have been vested but for which shares of Stock had not yet been issued to Awardee. (c) Notwithstanding anything to the contrary herein, the provisions relating to the treatment of this Award in the case of the termination of Awardee’s employment, including any rights to acceleration, that may be set forth in an employment or executive agreement between Awardee and the Company or an Affiliate (as applicable), shall apply to this Award to the extent applicable. In addition, if a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at any time prior target, which will be settled upon consummation of the Change in Control. Subject to the end foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate. A Performance Period will coincide with each fiscal year and will continue for a 3 year period, unless otherwise specified. Each year a new three-year Performance Period will commence. Each Participant in the PSA Program has a target Award opportunity for the Performance Period, which must be established no later than the Awardee shall be deemed to have earned the CIC Percentage latest possible date that will not jeopardize an Award’s qualification as performance based compensation under Section 162(m) of the Internal Revenue Code of 1986 as amended. This target is determined by the Committee. The Award opportunity is established for each executive pay grade level considering competitive performance share award opportunities for comparable positions. Participants will have their actual Award payment determined based upon the Company’s performance. The performance goals established for a Performance Period and the formula for determining the “Performance Share Award Factor,” as defined below, will be displayed in Exhibit A. Participants are limited to a maximum Award equal to 200% of the target Award established for each Participant by the Committee. Final Awards will be distributed in shares of the Company’s Common Stock. The Performance Share Award Factor is the combined performance level achieved by the Company against the two target measures of Total Shareholder Return (“TSR”) and Return on Net Assets (“RONA”). The Award formula is provided below: PSA Factors (TSR & RONA) X Participant’s Target Award as of the Change in Control and the shares deemed earned shall remain subject to time-based cliff vesting at the end of the (Base Pay x Target percent ÷ by Stock Price on Award Date) = Final Performance Period subject to the Awardee’s continuous employment through such date; provided that, such time-based vesting shall be subject to any rights to acceleration set forth in any employment or executive agreement between Awardee and the Company or an Affiliate (as applicable) or in the Plan. This provision is specifically intended to control in the event of any inconsistency between this Award Agreement, the Plan or any employment or executive agreement.Share Award

Termination of Employment and Change in Control. (a) Subject to the terms of any employment, executive or similar agreement, if Awardee’s employment with the Company and its Affiliates is voluntarily or involuntarily terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee’s employment or other service agreement, if any) other than by reason of 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 or any Affiliate as determined by the Committee or any of termination of Awardee's employment its delegates in its, his or her sole discretion (the “Termination Date”). Such , and such Restricted Stock Units shall be canceled and shall be of no further force and effect as of the Termination Date. The Committee or any of its delegates shall have the discretion to determine when the Termination Date occurs for purposes of Awardee's Restricted Stock Units (including whether Awardee may still be considered to be employed while on a leave of absence)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, if Awardee 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 or an Affiliate, Awardee 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 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, estate executor or legal heirs, as applicable, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have been vested but for which shares of Stock had not yet been issued to Awardee. (c) Notwithstanding anything to the contrary herein, the provisions relating to the treatment of this Award in the case of the termination of Awardee’s employment, including any rights to acceleration, that may be set forth in an employment or executive agreement between Awardee and the Company or an Affiliate (as applicable), shall apply to this Award to the extent applicable. In addition, if a Change in Control occurs at any time prior to the end of the Performance Period, the Awardee shall be deemed to have earned the CIC Percentage of the Target Award as of the Change in Control and the shares deemed earned shall remain subject to time-based cliff vesting at the end of the Performance Period subject to the Awardee’s continuous employment through such date; provided that, such time-based vesting shall be subject to any rights to acceleration set forth in any employment or executive agreement between Awardee and the Company or an Affiliate (as applicable) or in the Plan. This provision is specifically intended to control in the event of any inconsistency between this Award Agreement, the Plan or any employment or executive agreement.

Termination of Employment and Change in Control. (a) Subject to In the terms of any employment, executive or similar agreement, if Awardee’s employment with event the Company and its Affiliates is voluntarily (or involuntarily terminated (regardless the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the reason for such termination and whether or not later found Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be invalid an Employee as the result of his or in breach her Retirement, Participant will be entitled to receive 100% of employment laws in the jurisdiction where Awardee is Award that would have otherwise been earned had Participant remained employed or the terms of Awardee’s employment or other service agreement, if any) other than by reason of Disability, death or Retirement prior to through the end of the Performance Period, Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of which will be settled at the date of termination of Awardee's employment (the “Termination Date”). Such Restricted Stock Units shall be canceled and shall be of no further force and effect as of the Termination Date. The Committee or any of its delegates shall time it would have the discretion to determine when the Termination Date occurs for purposes of Awardee's Restricted Stock Units (including whether Awardee may still be considered to be otherwise been paid had Participant remained employed while on a leave of absence). (b) If Awardee’s termination of employment is on account of Disability, death or Retirement prior to through 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, if Awardee 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 or an Affiliate, Awardee 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 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, estate executor or legal heirs, as applicableaddition, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have been vested but for which shares of Stock had not yet been issued to Awardee. (c) Notwithstanding anything to the contrary herein, the provisions relating to the treatment of this Award in the case of the termination of Awardee’s employment, including any rights to acceleration, that may be set forth in an employment or executive agreement between Awardee and the Company or an Affiliate (as applicable), shall apply to this Award to the extent applicable. In addition, if a Change in Control that occurs at any time prior to the end of during the Performance PeriodPeriod while a Participant is an Employee, the Awardee shall an Award will be deemed to have earned and paid out as if all performance objectives under the CIC Percentage of the Target Performance Share Award as Program had been earned at target, which will be settled upon consummation of the Change in Control and the shares deemed earned shall remain subject to time-based cliff vesting at the end of the Performance Period subject Control. Subject to the Awardee’s continuous employment through foregoing acceleration provisions and any such date; provided that, such time-based vesting shall be subject to any rights to acceleration provisions set forth in any employment or executive agreement between Awardee and the Company or an Affiliate (as applicable) or in the Plan. This provision is specifically intended to control , in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of any inconsistency between this Award Agreementan Award, the Plan or Award and Participant’s right to acquire any employment or executive agreementShares thereunder will immediately terminate. A Performance Period will begin on January 1 of each year and continue to December 31, three years hence. On January 1 of each year a new three-year Performance Period will commence, except that initially the PSA Program will commence with two Performance Periods that will run concurrently with one Performance Period having a period of two years and the other a period of three years.

Termination of Employment and Change in Control. (a) Subject to In the terms of any employment, executive or similar agreement, if Awardee’s employment with event the Company and its Affiliates is voluntarily (or involuntarily terminated (regardless the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro- rated amount of the reason for such termination and whether or not later found Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be invalid an Employee as the result of his or in breach her Retirement, Participant will be entitled to receive 100% of employment laws in the jurisdiction where Awardee is Award that would have otherwise been earned had Participant remained employed or the terms of Awardee’s employment or other service agreement, if any) other than by reason of Disability, death or Retirement prior to through the end of the Performance Period, Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of which will be settled at the date of termination of Awardee's employment (the “Termination Date”). Such Restricted Stock Units shall be canceled and shall be of no further force and effect as of the Termination Date. The Committee or any of its delegates shall time it would have the discretion to determine when the Termination Date occurs for purposes of Awardee's Restricted Stock Units (including whether Awardee may still be considered to be otherwise been paid had Participant remained employed while on a leave of absence). (b) If Awardee’s termination of employment is on account of Disability, death or Retirement prior to through 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, if Awardee 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 or an Affiliate, Awardee 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 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, estate executor or legal heirs, as applicableaddition, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have been vested but for which shares of Stock had not yet been issued to Awardee. (c) Notwithstanding anything to the contrary herein, the provisions relating to the treatment of this Award in the case of the termination of Awardee’s employment, including any rights to acceleration, that may be set forth in an employment or executive agreement between Awardee and the Company or an Affiliate (as applicable), shall apply to this Award to the extent applicable. In addition, if a Change in Control that occurs at any time prior to the end of during the Performance PeriodPeriod while a Participant is an Employee, the Awardee shall an Award will be deemed to have earned and paid out as if all performance objectives under the CIC Percentage of the Target Performance Share Award as Program had been earned at target, which will be settled upon consummation of the Change in Control and the shares deemed earned shall remain subject to time-based cliff vesting at the end of the Performance Period subject Control. Subject to the Awardee’s continuous employment through foregoing acceleration provisions and any such date; provided that, such time-based vesting shall be subject to any rights to acceleration provisions set forth in any employment or executive agreement between Awardee and the Company or an Affiliate (as applicable) or in the Plan. This provision is specifically intended to control , in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of any inconsistency between this Award Agreementan Award, the Plan or Award and Participant’s right to acquire any employment or executive agreementShares thereunder will immediately terminate.

Termination of Employment and Change in Control. (a) Subject to In the terms of any employment, executive or similar agreement, if Awardee’s employment with event the Company and its Affiliates is voluntarily (or involuntarily terminated (regardless the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the reason for such termination and whether or not later found Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be invalid an Employee as the result of his or in breach her Retirement, Participant will be entitled to receive 100% of employment laws in the jurisdiction where Awardee is Award that would have otherwise been earned had Participant remained employed or the terms of Awardee’s employment or other service agreement, if any) other than by reason of Disability, death or Retirement prior to through the end of the Performance Period, Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of which will be settled at the date of termination of Awardee's employment (the “Termination Date”). Such Restricted Stock Units shall be canceled and shall be of no further force and effect as of the Termination Date. The Committee or any of its delegates shall time it would have the discretion to determine when the Termination Date occurs for purposes of Awardee's Restricted Stock Units (including whether Awardee may still be considered to be otherwise been paid had Participant remained employed while on a leave of absence). (b) If Awardee’s termination of employment is on account of Disability, death or Retirement prior to through 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, if Awardee 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 or an Affiliate, Awardee 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 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, estate executor or legal heirs, as applicableaddition, in the event of Awardee’s death) with respect to any Restricted Stock Units which, as of the Termination Date, have been vested but for which shares of Stock had not yet been issued to Awardee. (c) Notwithstanding anything to the contrary herein, the provisions relating to the treatment of this Award in the case of the termination of Awardee’s employment, including any rights to acceleration, that may be set forth in an employment or executive agreement between Awardee and the Company or an Affiliate (as applicable), shall apply to this Award to the extent applicable. In addition, if a Change in Control that occurs at any time prior to the end of during the Performance PeriodPeriod while a Participant is an Employee, the Awardee shall an Award will be deemed to have earned and paid out as if all performance objectives under the CIC Percentage of the Target Performance Share Award as Program had been earned at target, which will be settled upon consummation of the Change in Control and the shares deemed earned shall remain subject to time-based cliff vesting at the end of the Performance Period subject Control. Subject to the Awardee’s continuous employment through foregoing acceleration provisions and any such date; provided that, such time-based vesting shall be subject to any rights to acceleration provisions set forth in any employment or executive agreement between Awardee and the Company or an Affiliate (as applicable) or in the Plan. This provision is specifically intended to control , in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of any inconsistency between this Award Agreementan Award, the Plan or Award and Participant’s right to acquire any employment or executive agreementShares thereunder will immediately terminate.