Common use of Accelerated Vesting Upon Certain Terminations Clause in Contracts

Accelerated Vesting Upon Certain Terminations. If the Participant’s employment with the Company and its Affiliates terminates prior to a Vesting Date as a result of the Participant’s: (a) death; (b) disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (c) involuntary termination without Cause, the Committee may, in its sole discretion, (i) provide that the Participant’s Restricted Stock shall not be forfeited in accordance with Section 4, and that the Risk of Forfeiture shall lapse and all unvested Restricted Stock shall become fully vested and nonforfeitable upon such termination of employment; or (ii) where the Participant is subject to a post-termination covenant not to compete with the Company and/or its Affiliates that constitutes a Risk of Forfeiture, provide that the Participant’s Restricted Stock shall not be forfeited in accordance with Section 4 upon such termination of employment, and that the Risk of Forfeiture shall lapse upon the earlier of (A) the applicable Vesting Date; and (B) the expiration of the noncompete period, provided, however, that the Participant complies with the covenant not to compete through to such date. In addition, notwithstanding Section 4, the Committee may, upon the termination of a Participant’s employment in circumstances which, in the sole discretion of the Committee, which need not be uniformly applied with respect to similarly situated Participants, constitute a “retirement” from the Company and its Affiliates, elect to Accelerate all or a portion of the Restricted Stock, which shall thereupon become fully vested and nonforfeitable.

Accelerated Vesting Upon Certain Terminations. If the Participant’s employment with the Company and its Affiliates terminates prior to a Vesting Date as a result of the Participant’s: (a) death; (b) disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (c) involuntary termination without Cause, the Committee may, in its sole discretion, (i) provide that the Participant’s Restricted Stock shall not be forfeited in accordance with Section 45, and that the Risk of Forfeiture shall lapse and all unvested Restricted Stock shall become fully vested and nonforfeitable upon such termination of employment; or (ii) where the Participant is subject to a post-termination covenant not to compete with the Company and/or its Affiliates that constitutes a Risk of Forfeiture, provide that the Participant’s Restricted Stock shall not be forfeited in accordance with Section 4 5 upon such termination of employment, and that the Risk of Forfeiture shall lapse upon the earlier of (A) the applicable Vesting Date; and (B) the expiration of the noncompete period, provided, however, that the Participant complies with the covenant not to compete through to such date. In addition, notwithstanding Section 4, the Committee may, upon the termination of a Participant’s employment in circumstances which, in the sole discretion of the Committee, which need not be uniformly applied with respect to similarly situated Participants, constitute a “retirement” from the Company and its Affiliates, elect to Accelerate all or a portion of the Restricted Stock, which shall thereupon become fully vested and nonforfeitable.

Accelerated Vesting Upon Certain Terminations. If the Participant’s employment with the Company and its Affiliates terminates prior to a Vesting Date as a result of the Participant’s: (a) death; (b) disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (c) involuntary termination without Cause, the Committee may, in its sole discretion, (i) provide that the Participant’s Restricted Stock shall not be forfeited in accordance with Section 4, and that the Risk of Forfeiture shall lapse and all unvested Restricted Stock shall become fully vested and nonforfeitable upon such termination of employment; or (ii) where the Participant is subject to a post-termination covenant not to compete with the Company and/or its Affiliates that constitutes a Risk of Forfeiture, provide that the Participant’s Restricted Stock shall not be forfeited in accordance with Section 4 upon such termination of employment, and that the Risk of Forfeiture shall lapse upon the earlier of (A) the applicable Vesting Date; and (B) the expiration of the noncompete period, provided, however, that the Participant complies with the covenant not to compete through to such date. In addition, notwithstanding Section 4, the Committee may, upon the termination of a Participant’s employment in circumstances which, in the sole discretion of the Committee, which need not be uniformly applied with respect to similarly situated Participants, constitute a “retirement” from the Company and its Affiliates, elect to Accelerate all or a portion of the Restricted Stock, which shall thereupon become fully vested and nonforfeitable.

Accelerated Vesting Upon Certain Terminations. If the Participant’s employment with the Company and its Affiliates terminates prior to a Vesting Date as a result of the Participant’s: (a) death; (b) involuntary termination for disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (c) involuntary termination without Cause, the Committee may, in its sole discretion, (i) provide that the Participant’s Restricted Stock Units shall not be forfeited in accordance with Section 4, and that the Risk of Forfeiture shall lapse and all unvested Restricted Stock Units shall become fully vested and nonforfeitable upon such termination of employment; or (ii) where the Participant is subject to a post-termination covenant not to compete with the Company and/or its Affiliates that constitutes a Risk of Forfeiture, provide that then the Participant’s Restricted Stock Units shall not be forfeited in accordance with Section 4 upon such termination of employment, and that all the Risk of Forfeiture unvested Restricted Stock Units shall lapse become fully vested and nonforfeitable upon the earlier of (A) the applicable Vesting Date; and (B) the expiration of the noncompete period, provided, however, that the Participant complies with the covenant not to compete through to such date. In addition, notwithstanding Section 4, the Committee may, upon the termination of a Participant’s employment in circumstances which, in the sole discretion of the Committee, which need not be uniformly applied with respect to similarly situated Participants, constitute a “retirement” from the Company and its Affiliates, elect to Accelerate all or a portion of the Restricted Stock, which shall thereupon become fully vested and nonforfeitable.