Common use of Approved Retirement Clause in Contracts

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 3 hereof (notwithstanding such Approved Retirement) until the third anniversary of the date of such Approved Retirement of all or part of the unvested Restricted Stock Units on such date, in which case Recipient’s right to the unvested Restricted Stock Units and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued and the Restricted Stock Units shall be cancelled at the time of such Approved Retirement. Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of Recipient’s rights to the unvested Restricted Stock Units and related Stock issuable thereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Compensation Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 3 4 hereof (notwithstanding such Approved Retirement) until the third anniversary of the date of such Approved Retirement of all or part of the unvested Restricted Stock Units PRSUs relating to the Final Award on such date, in which case Recipient’s right to the unvested Restricted Stock Units PRSUs relating to the Final Award and the Stock Shares issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock Shares shall be issued and the unvested Performance Restricted Stock Units shall be cancelled at the time of such Approved Retirement. Notwithstanding the foregoing, no continued vesting shall occur, no Stock Shares shall be issued and all of Recipient’s rights to the unvested Restricted Stock Units PRSUs relating to the Final Award and related Stock Shares issuable thereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 11 of this Agreement. If and to the extent the Compensation Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c5(b)(iii) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 3 hereof of a pro-rata portion of the Restricted Stock Units on the remaining Vesting Dates and the balance shall be cancelled and no Stock issued therefor. For this purpose, “pro-rata portion” means (notwithstanding such Approved Retirementi) until the third anniversary number of Restricted Stock Units granted multiplied by the actual number of full calendar months that elapsed from the Grant Date to the date of such Approved Retirement and then divided by 48 less (ii) the number of all or part of the unvested Restricted Stock Units on such date, in which case Recipient’s right to the unvested Restricted Stock Units and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued and the Restricted Stock Units shall be cancelled at the time of such Approved Retirementalready vested. Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of Recipient’s rights to the unvested Restricted Stock Units and related Stock issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims Release and Waiver from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver release delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c) above shall instead apply.

Approved Retirement. In the event of the RecipientOptionee’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its sole discretion consent to the continued vesting of all or part of the Option in accordance with the annual vesting schedule specified in Section 3 hereof (notwithstanding such Approved Retirement) 4 and the extended exercisability of the vested Option Shares until the third earlier of (i) the three (3) year anniversary of the date on which the Option becomes fully vested, and (ii) the three (3) year anniversary of the date of such Approved Retirement of all or part of the unvested Restricted Stock Units on such date, in which case Recipient’s right to the unvested Restricted Stock Units and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued and the Restricted Stock Units shall be cancelled at the time of such Approved Retirement. Notwithstanding the foregoing, no continued vesting shall occur, foregoing no Stock shall be issued and all of RecipientOptionee’s rights to the unvested Restricted Stock Units portion of the Option and related Stock the Option Shares issuable thereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (Optionee in a “Release and Waiver”) form reasonably acceptable to the Company (and said Release and Waiver release shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting anniversary of the Grant Date (or if earlier, earlier the deadline established in the form of Release and Waiver release delivered by the Company to Recipient Optionee for execution) and (ii) the Recipient Optionee shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (ca) above shall instead apply.” (b) Section 5(f)(vi) (“Retirement”) is hereby amended in its entirety to read as follows:

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its sole discretion consent to the continued vesting in accordance with Section 3 hereof (notwithstanding such Approved Retirement) until the third anniversary of the date of such Approved Retirement of all or part of the unvested Performance Restricted Stock Units on such date, in which case Recipient’s right to the unvested Restricted Stock Units remaining Vesting Dates and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued and the Restricted Stock Units balance (if any) shall be cancelled at the time of such Approved Retirementand no Stock issued therefor. Notwithstanding the foregoing, no continued vesting shall occur, foregoing no Stock shall be issued and all of Recipient’s rights to the unvested Performance Restricted Stock Units and the related Stock issuable thereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient in the form customarily used by the Company in connection with the departures of senior executives (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, earlier the deadline established in the form of Release and Waiver release delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c) above shall instead apply.” (b) Section 4(f)(v) (“Retirement”) is hereby amended in its entirety to read as follows:

Approved Retirement. In the event of the RecipientOptionee’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting of the Option in accordance with the annual vesting schedule specified in Section 3 hereof (notwithstanding such Approved Retirement) 4 and the extended exercisability of the vested Option Shares until the third earlier of (i) the three (3) year anniversary of the date on which the Option becomes fully vested, and (ii) the three (3) year anniversary of the date of such Retirement (an “Approved Retirement”); provided, that in the event the date of the Optionee’s Approved Retirement occurs prior to January 1, 2017, the number of all or part of the unvested Restricted Stock Units on such date, in which case Recipient’s right Option Shares otherwise subject to the unvested Restricted Stock Units and Option shall be pro-rated downward based on the Stock issuable thereunder actual number of calendar months that would not vest upon or elapsed since the Grant Date prior to such anniversary Approved Retirement (and, for the avoidance of doubt, in the event of an Approved Retirement no pro-ration shall be forfeitedmade to the Option Shares if the Approved Retirement is effective on or after January 1, no Stock shall be issued and the Restricted Stock Units shall be cancelled at the time of such Approved Retirement2017). Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of RecipientOptionee’s rights to the unvested Restricted Stock Units Option and related Stock issuable thereunder the Option Shares hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (a “Release and Waiver”) Waiver (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting anniversary of the Grant Date (or if earlier, earlier the deadline established in the form of Release and Waiver release delivered by the Company to Recipient Optionee for execution) and (ii) the Recipient Optionee shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (ca) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 3 hereof (notwithstanding such Approved Retirement) until the third anniversary of a pro-rata portion of the date of such Approved Retirement of all or part of the unvested Restricted Stock Units on such datethe Vesting Date (an “Approved Retirement”) and the balance shall be cancelled and no Stock issued therefor. For this purpose, in which case Recipient’s right to “pro-rata portion” means the unvested number of Restricted Stock Units multiplied by the actual number of calendar months that elapsed from the Grant Date and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued Approved Retirement and then divided by 36 (representing the number of months the Restricted Stock Units shall were to be cancelled at unvested prior to the time of such Approved RetirementVesting Date). Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of Recipient’s rights to the unvested Restricted Stock Units and related Stock issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (in a “Release and Waiver”) form reasonably acceptable to the Company (and said Release and Waiver release shall have become irrevocable in accordance accordances with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver release delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 3 hereof of a pro-rata portion of the Performance Restricted Stock Units on the remaining Vesting Dates (notwithstanding such an “Approved Retirement”) until and the third anniversary balance shall be cancelled and no Stock issued therefor. For this purpose, “pro-rata portion” means (i) the number of Performance Restricted Stock Units granted multiplied by the actual number of full calendar months that elapsed from the Grant Date to the date of such Approved Retirement and then divided by 36 less (ii) the number of all or part of the unvested Performance Restricted Stock Units on such date, in which case Recipient’s right to the unvested Restricted Stock Units and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued and the Restricted Stock Units shall be cancelled at the time of such Approved Retirementalready vested. Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of Recipient’s rights to the unvested Performance Restricted Stock Units and related Stock issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims Release and Waiver from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver release delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 3 hereof of a pro-rata portion of the Performance Restricted Stock Units on the remaining Vesting Dates (notwithstanding such an “Approved Retirement”) until and the third anniversary balance shall be cancelled and no Stock issued therefor. For this purpose, “pro-rata portion” means (i) the number of Performance Restricted Stock Units granted multiplied by the actual number of full calendar months that elapsed from the Grant Date to the date of such Approved Retirement and then divided by 60 less (ii) the number of all or part of the unvested Performance Restricted Stock Units on such date, in which case Recipient’s right to the unvested Restricted Stock Units and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued and the Restricted Stock Units shall be cancelled at the time of such Approved Retirementalready vested. Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of Recipient’s rights to the unvested Performance Restricted Stock Units and related Stock issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient in the form customarily used by the Company in connection with the departures of senior executives (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver release delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 3 hereof of a pro-rata portion of the Restricted Stock Units on the remaining Vesting Dates (notwithstanding such an “Approved Retirement”) until and the third anniversary balance shall be cancelled and no Stock issued therefor. For this purpose, “pro-rata portion” means (i) the number of Restricted Stock Units granted multiplied by the actual number of full calendar months that elapsed from the Grant Date to the date of such Approved Retirement and then divided by 48 less (ii) the number of all or part of the unvested Restricted Stock Units on such date, in which case Recipient’s right to the unvested Restricted Stock Units and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued and the Restricted Stock Units shall be cancelled at the time of such Approved Retirementalready vested. Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of Recipient’s rights to the unvested Restricted Stock Units and related Stock issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims Release and Waiver from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver release delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c) above shall instead apply.

Approved Retirement. In the event of the RecipientOptionee’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting of the Option in accordance with the annual vesting schedule specified in Section 3 hereof (notwithstanding such Approved Retirement) 4 and the extended exercisability of the vested Option Shares until the third earlier of (i) the three (3) year anniversary of the date on which the Option becomes fully vested, and (ii) the three (3) year anniversary of the date of such Retirement (an “Approved Retirement”); provided, that in the event the date of the Optionee’s Approved Retirement of all or part occurs prior to the end of the unvested Restricted Stock Units on such datetwelve (12) month period immediately following the Grant Date, in which case Recipient’s right the number of Option Shares otherwise subject to the unvested Restricted Stock Units and Option shall be pro-rated downward based on the Stock issuable thereunder actual number of calendar months that would not vest upon or elapsed during such twelve (12) month period prior to such anniversary Approved Retirement (and, for the avoidance of doubt, in the event of an Approved Retirement no pro-ration shall be forfeited, no Stock shall be issued and made to the Restricted Stock Units shall be cancelled at Option Shares awarded more than twelve (12) months prior to the time date of such the Approved Retirement). Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of RecipientOptionee’s rights to the unvested Restricted Stock Units Option and related Stock issuable thereunder the Option Shares hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (Optionee in a “Release and Waiver”) form reasonably acceptable to the Company (and said Release and Waiver release shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date date on which all of the Option Shares become vested Option Shares (or if earlier, earlier the deadline established in the form of Release and Waiver release delivered by the Company to Recipient Optionee for execution) and (ii) the Recipient Optionee shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (ca) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 3 hereof of a pro-rata portion of the Restricted Stock Units on the remaining Vesting Dates (notwithstanding such an “Approved Retirement”) until and the third anniversary balance shall be cancelled and no Stock issued therefor. For this purpose, “pro-rata portion” means (i) the number of Restricted Stock Units granted multiplied by the actual number of full calendar months that elapsed from the Grant Date to the date of such Approved Retirement and then divided by 36 less (ii) the number of all or part of the unvested Restricted Stock Units on such date, in which case Recipient’s right to the unvested Restricted Stock Units and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued and the Restricted Stock Units shall be cancelled at the time of such Approved Retirementalready vested. Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of Recipient’s rights to the unvested Restricted Stock Units and related Stock issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims Release and Waiver from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver release delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 3 hereof of a pro-rata portion of the Restricted Stock Units on the remaining Vesting Dates (notwithstanding such an “Approved Retirement”) until and the third anniversary balance shall be cancelled and no Stock issued therefor. For this purpose, “pro-rata portion” means (i) the number of Restricted Stock Units granted multiplied by the actual number of full calendar months that elapsed from the Grant Date to the date of such Approved Retirement and then divided by 48 less (ii) the number of all or part of the unvested Restricted Stock Units on such date, in which case Recipient’s right to the unvested Restricted Stock Units and the Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Stock shall be issued and the Restricted Stock Units shall be cancelled at the time of such Approved Retirementalready vested. Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of Recipient’s rights to the unvested Restricted Stock Units and related Stock issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims Release and Waiver from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver release delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (c) above shall instead apply.

Approved Retirement. In the event of the RecipientOptionee’s Approved Retirement, the Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting of the Option in accordance with the annual vesting schedule specified in Section 3 hereof (notwithstanding such Approved Retirement) 4 and the extended exercisability of the vested Option Shares until the third earlier of (i) the three (3) year anniversary of the date on which the Option becomes fully vested, and (ii) the three (3) year anniversary of the date of such Retirement (an “Approved Retirement”); provided, that in the event the date of the Optionee’s Approved Retirement of all or part occurs prior to the end of the unvested Restricted Stock Units on such datetwelve (12) month period immediately following the Grant Date, in which case Recipient’s right the number of Option Shares otherwise subject to the unvested Restricted Stock Units and Option shall be pro-rated downward based on the Stock issuable thereunder actual number of calendar months that would not vest upon or elapsed during such twelve (12) month period prior to such anniversary Approved Retirement (and, for the avoidance of doubt, no pro-ration shall be forfeited, no Stock shall be issued and made in the Restricted Stock Units shall be cancelled at event of an Approved Retirement to the time Option Shares awarded more than twelve (12) months prior to the date of such the Approved Retirement). Notwithstanding the foregoing, no continued vesting shall occur, no Stock shall be issued and all of RecipientOptionee’s rights to the unvested Restricted Stock Units Option and related Stock issuable thereunder the Option Shares hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (Optionee in a “Release and Waiver”) form reasonably acceptable to the Company (and said Release and Waiver release shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date date on which all of the Option Shares become vested Option Shares (or if earlier, earlier the deadline established in the form of Release and Waiver release delivered by the Company to Recipient Optionee for execution) and (ii) the Recipient Optionee shall have complied with the covenants set forth in Section 10 of this Agreement. If and to the extent the Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection (ca) above shall instead apply.