Common use of Termination of Service Due to Retirement Clause in Contracts

Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant's employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. AUSTRIA There are no additional country-specific provisions. BELGIUM There are no additional country-specific provisions. BRAZIL Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement:

Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant's employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. AUSTRIA There are no additional country-specific provisions. BELGIUM There are no additional country-specific provisions. BRAZIL Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement:UNITED ARAB EMIRATES