Common use of Termination of Service Due to Retirement Prior to a Change in Control Clause in Contracts

Termination of Service Due to Retirement 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 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 Payment Date, provided that, prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein.

Termination of Service Due to Retirement 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)[A][B]4 , 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 Performance Goals 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 Payment Date, provided that, prior to the delivery date, the Participant does not breach any of the restrictive covenants set forth herein.