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

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5, as otherwise approved by the Committee, as provided in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases for any reason prior to the Vesting Date, then effective at the close of business on the date Grantee’s Continuous Status as a Qualifying Employee ceases, all of Grantee’s Performance Units covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance Units. (b) Unless otherwise provided in a Company plan applicable to Grantee, approved by the Committee, or pursuant to an agreement between Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) Grantee’s Continuous Status as an Employee terminates by reason of Grantee’s “Permanent Disability” (as defined in Section 22(e)(3) of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estate, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 hereof.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 56, as otherwise approved by the Committee, as provided in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if (i) Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases for any reason prior to the Vesting Date, then effective at the close of business on the date Grantee’s Continuous Status as a Qualifying Employee ceases, all of Grantee’s Performance Units Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance UnitsShares. (b) Unless otherwise provided in a Company plan applicable to Grantee, approved by the Committee, or pursuant to an agreement between Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) Grantee’s Continuous Status as an Employee terminates by reason of Grantee’s “Permanent Disability” (as defined in Section 22(e)(3) of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estate, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 5 hereof.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5, as otherwise approved by the Committee, as provided in a Company plan applicable to the Grantee, or an agreement between the Grantee and the Company, if any, if the Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases for any reason prior to the Vesting Date, then then, effective at the close of business on the date the Grantee’s Continuous Status as a Qualifying Employee ceases, all of the Grantee’s Performance Units covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to the Grantee with respect to such cancelled and forfeited Performance Units. (b) Unless otherwise provided in a Company plan applicable to the Grantee, approved by the Committee, or pursuant to an agreement between the Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) The Grantee’s Continuous Status as an Employee terminates by reason of the Grantee’s “Permanent Disabilitypermanent and total disability” (as defined in Section 22(e)(3) of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if the Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estate, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 2 hereof. (ii) The Grantee’s Continuous Status as an Employee terminates by reason of the Grantee’s “retirement” (defined as the Grantee communicating his or her intention to retire on or after attainment of age 55 with a minimum of 15 years of service) while the Grantee is a Qualifying Employee, then, provided the Grantee is a Qualifying Employee during at least 25% of the Performance Period and the employee is in good standing with the Company, as determined by the administrator or a committee of management delegated authority by the Administrator, the Performance Units shall vest on a prorated basis, determined after the end of the Performance Period and based on the ratio of the number of complete months the Grantee was a Qualifying Employee during the Vesting Period to the total number of months in the Vesting Period, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 2 hereof. (iii) Notwithstanding the foregoing, if Grantee ceases to be a Qualifying Employee prior to the Vesting Date, but maintains Continuous Status as an Employee through the Vesting Period, then so long as Grantee has served as a Qualifying Employee for at least one (1) year of the Vesting Period, the Award shall vest on a prorated basis, determined at the end of the Performance Period and based on the ratio of the number of complete months the Grantee was a Qualifying Employee during the Vesting Period to the total number of months in the Vesting Period, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 5 hereof.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5, as otherwise approved by the Committee, as provided in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if If Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases Service terminates for any reason prior to the Vesting Datelast day of the Performance Period other than as provided herein, then effective at the close Grantee shall forfeit Grantee’s outstanding Units as of business on the date Grantee’s Continuous Status as a Qualifying Employee ceases, all of Grantee’s Performance Units covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety such termination without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares consideration or any other compensation to Grantee with respect to such cancelled and forfeited Performance Unitsact or action by Grantee. (b) Unless If Grantee’s Continuous Service is terminated for Cause at any time prior to the Determination Date, then Grantee shall forfeit Grantee’s outstanding Units without further consideration or any act or action by Grantee. (c) If Grantee has a Qualifying Termination prior to the last day of the Performance Period, then, as of the date of such Qualifying Termination, a pro rata portion of the Target Award shall vest and convert to shares of Stock (with such pro rata portion determined by multiplying the Target Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to Grantee’s Qualifying Termination, and the denominator shall be 36). (d) If there is a Change in Control prior to the last day of the Performance Period, and the Units are not assumed by the surviving entity or otherwise provided equitably converted or substituted in connection with the Change in Control in a Company plan applicable to Grantee, manner approved by the CommitteeCommittee or the Board, or pursuant to an agreement between Grantee and the Companythen, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) Grantee’s Continuous Status as an Employee terminates by reason of Grantee’s “Permanent Disability” (as defined in Section 22(e)(3) of the Code) or death while date of the Change in Control, a Qualifying Employee, pro rata portion of the Target Award shall vest on and convert to shares of Stock (with such pro rata portion determined by multiplying the Vesting DateTarget Award by a fraction, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee numerator of which shall be paid the number of months elapsed in the Performance Period prior to his or her estatethe Change in Control, and the amount denominator shall be 36). (e) If there is a Change in Control prior to the last day of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined Period, and the Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Committee or the Board, then, as of the date of a CIC Qualifying Termination, a pro rata portion of the Target Award shall vest and paid on or after convert to shares of Stock (with such pro rata portion determined by multiplying the Vesting Date as provided Target Award by a fraction, the numerator of which shall be the number of months elapsed in Section 4 hereofthe Performance Period prior to Grantee’s CIC Qualifying Termination, and the denominator shall be 36.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5, as otherwise approved by the Committee, as provided in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases for any reason prior to the Vesting Date, then effective at the close of business on the date Grantee’s Continuous Status as a Qualifying Employee ceases, all of Grantee’s Performance Units Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance UnitsShares. (b) Unless otherwise provided in a Company plan applicable to Grantee, approved by the Committee, or pursuant to an agreement between Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) Grantee’s Continuous Status as an Employee terminates by reason of Grantee’s “Permanent Disability” (as defined in Section 22(e)(3) of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estate, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 hereof.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5, as otherwise approved by the Committee, as provided in a Company plan applicable to the Grantee, or an agreement between the Grantee and the Company, if any, if the Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases for any reason prior to the Vesting Date, then then, effective at the close of business on the date the Grantee’s Continuous Status as a Qualifying Employee ceases, all of the Grantee’s Performance Units covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to the Grantee with respect to such cancelled and forfeited Performance Units. (b) Unless otherwise provided in a Company plan applicable to the Grantee, approved by the Committee, or pursuant to an agreement between the Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) The Grantee’s Continuous Status as an Employee terminates by reason of the Grantee’s “Permanent Disabilitypermanent and total disability” (as defined in Section 22(e)(3) of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if the Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estate, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 2 hereof. (ii) The Grantee’s Continuous Status as an Employee terminates by reason of the Grantee’s “retirement” (defined as the Grantee communicating his or her intention to retire on or after attainment of age 55 with a minimum of 15 years of service) while the Grantee is a Qualifying Employee, then, provided the Grantee is a Qualifying Employee during at least 50% of the Performance Period and the employee is in good standing with the Company, as determined by the administrator or a committee of management delegated authority by the Administrator, the Performance Units shall vest on a prorated basis, determined after the end of the Performance Period and based on the ratio of the number of complete months the Grantee was a Qualifying Employee during the Vesting Period to the total number of months in the Vesting Period, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 2 hereof. (iii) Notwithstanding the foregoing, if Grantee ceases to be a Qualifying Employee prior to the Vesting Date, but maintains Continuous Status as an Employee through the Vesting Period, then so long as Grantee has served as a Qualifying Employee for at least one (1) year of the Vesting Period, the Award shall vest on a prorated basis, determined at the end of the Performance Period and based on the ratio of the number of complete months the Grantee was a Qualifying Employee during the Vesting Period to the total number of months in the Vesting Period, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 5 hereof.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5, as otherwise approved by the Committee, as provided Board or in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if Grantee’s Continuous Status status as a Qualifying Employee (as defined below) an employee of the Company ceases for any reason prior to the Vesting Date, then effective at the close of business on the date Grantee’s Continuous Status status as a Qualifying Employee an employee ceases, all of Grantee’s Performance Units Shares covered by this Agreement, whether earned or unearned, Agreement shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance Units. (b) Unless otherwise provided in a Company plan applicable to Grantee, approved by Shares. Notwithstanding the Committee, or pursuant to an agreement between Grantee and the Companyforegoing, if any, if the date of ▇▇▇▇▇▇▇’s Qualified Retirement during the period commencing Performance Period is at least twelve (12) months after the Grant Date, the target number of Performance Shares will be adjusted on a prorated allocation of unvested shares based on the number of full and partial months between the date of Qualified Retirement and the Grant Date and ending compared to the total number of months in the Performance Period. Such adjusted target number of Performance Shares will vest on the Vesting Date (vesting date specified in Exhibit A subject to the Performance Measures being satisfied. As used herein, “Vesting Period”): Qualified Retirement” means ▇▇▇▇▇▇▇’s separation from service with the Company and its Affiliates, other than for cause, with Grantee having (i) Grantee’s Continuous Status as an Employee terminates by reason met a combined age and service requirement of Grantee’s “Permanent Disability” sixty-five (as defined in Section 22(e)(365), with a minimum service of five (5) years and a minimum age of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estatefifty-five (55), and (ii) provided the amount Company with a notice of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 hereofhis date of retirement at least six (6) months prior to ▇▇▇▇▇▇▇’s retirement date.