Common use of Termination of Service Due to Retirement or Attainment of Specified Age and Years of Service Prior to a Change in Control Clause in Contracts

Termination of Service Due to Retirement or Attainment of Specified Age and Years of Service Prior to a Change in Control. If, during the Performance Period and prior to a Change in Control, the Participant experiences a Termination of Service due to the Participant’s Retirement (as defined in Appendix B), then if the effective date of such Retirement is (i) prior to the nine month anniversary of the Grant Date, all rights of the Participant to the PSUs shall terminate immediately and be forfeited in their entirety, without compensation to the Participant, and the forfeited PSUs shall be canceled without further action required by the Company or otherwise, or (ii) on or following the nine month anniversary of the Grant Date, then the continued service requirement shall lapse and the number of vested shares shall equal the number of Shares underlying the PSUs that would be earned based on the level of achievement of the TSR as determined by the Committee, with the resulting number of vested Shares to be delivered on the Scheduled Settlement Date, provided that, prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein. If, during the Performance Period and prior to a Change in Control, the Participant experiences a Termination of Service at or after attainment of age 55 with five years of credited employment with the Company after providing no less than six months advance written notice to the Company (unless and to the extent such notice is waived by the Company), and does not otherwise qualify for Retirement, and such Termination of Service is (i) prior to the nine month anniversary of the Grant Date, all rights of the Participant to the PSUs shall terminate immediately and be forfeited in their entirety, without compensation to the Participant, and the forfeited PSUs shall be canceled without further action required by the Company or otherwise, or (ii) on or following the nine month anniversary of the Grant Date, then the continued service requirement shall lapse and the number of vested Shares shall equal the product of (i) the number of Shares underlying the PSUs that would be earned based on the level of achievement of the TSR as determined by the Committee and (ii) the Proration Fraction, with the resulting number of vested Shares to be delivered on the Scheduled Settlement Date, provided that, prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein and provided further that the balance of the PSUs shall be canceled without further action required by the Company or otherwise.

Termination of Service Due to Retirement or Attainment of Specified Age and Years of Service Prior to a Change in Control. If, during the Performance Period and prior to a Change in Control, the Participant experiences a Termination of Service due to the Participant’s Retirement (as defined in Appendix B), then if the effective date of such Retirement is (i) prior to the nine month anniversary of the Grant Date, all rights of the Participant to the PSUs shall terminate immediately and be forfeited in their entirety, without compensation to the Participant, and the forfeited PSUs shall be canceled without further action required by the Company or otherwise, or (ii) on or following the nine month anniversary of the Grant Date, then the continued service requirement shall lapse and the number of vested shares shall equal the number of Shares underlying the PSUs that would be earned based on the level of achievement of the TSR as determined by the Committee, with the resulting number of vested Shares to be delivered on the Scheduled Settlement Date, provided that, prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein. If, during the Performance Period and prior to a Change in Control, the Participant experiences a Termination of Service at or after attainment of age 55 with five years of credited employment with the Company after providing no less than six months advance written notice to the Company (unless and to the extent such notice is waived by the Company), and does not otherwise qualify for Retirement, and such Termination of Service is (i) prior to the nine month anniversary of the Grant Date, all rights of the Participant to the PSUs shall terminate immediately and be forfeited in their entirety, without compensation to the Participant, and the forfeited PSUs shall be canceled without further action required by the Company or otherwise, or (ii) on or following the nine month anniversary of the Grant Date, then the continued service requirement shall lapse and the number of vested Shares shall equal the product of (i) the number of Shares underlying the PSUs that would be earned based on the level of achievement of the TSR as determined by the Committee and (ii) a fraction, the numerator of which is equal to the number of months the Participant was employed by the Company during the Performance Period (including any month during which the Participant remained employed by the Company for at least fifteen (15) days) and the denominator of which is equal to the total number of months in the Performance Period (the “Proration Fraction”), with the resulting number of vested Shares to be delivered on the Scheduled Settlement Date, provided that, prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein and provided further that the balance of the PSUs shall be canceled without further action required by the Company or otherwise.