Common use of By Retirement Clause in Contracts

By Retirement. The Executive’s employment pursuant to this Agreement may be terminated during the Term if the Executive and the Board agree on the terms of a mutually satisfactory and customary transition plan for Executive’s position, including the timing of Executive’s retirement, and Executive shall have complied with the terms of the transition plan in all material respects (such termination pursuant to this Section 4.3 being referred to herein as “Retirement”). In the event that the Executive’s employment is terminated pursuant to the first sentence of this Section 4.3, the Executive shall receive: (i) any unpaid Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination; (ii) in lieu of any benefits continuation following Termination, the Company shall pay a lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and health insurance benefits for a period of two years following the Date of Termination; (iii) any other unpaid benefits to which the Executive is otherwise entitled under any other plan, policy or program of the Company (including any retirement plan) applicable to the Executive as of the Date of Termination, in accordance with the terms of such plan, policy or program; and (iv) Executive shall be fully vested in all then outstanding options to acquire stock of the Company, and subject to the last sentence of this Section 4.3, all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive and any vested options held by the Executive shall remain exercisable until the earlier of (x) the third anniversary of the Date of Termination (except in the case of Executive’s death during such period, in which event the options shall be exercisable until the earlier of the second anniversary of the date of Executive’s death and the third anniversary of the Date of Termination) and (y) the otherwise applicable normal expiration date of such option. The foregoing provision shall not apply (a) to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code, or (b) to any grant of restricted shares of stock or restricted share units that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code to the extent applicable. Anything to the contrary herein notwithstanding, the vesting of any performance share units or performance-based restricted stock or restricted stock unit awards shall vest according to the terms of the applicable award agreement.

By Retirement. The Executive’s employment pursuant to this Agreement may be terminated during at any time by the Term if Retirement (as such term is defined in the Executive and the Board agree on the terms Retirement Policy of a mutually satisfactory and customary transition plan for Executive’s position, including the timing of Executive’s retirement, and Executive shall have complied with the terms Company) of the transition plan in all material respects (such termination pursuant to this Section 4.3 being referred to herein as “Retirement”)Executive. In the event that the Executive’s employment is terminated pursuant to the first sentence of this Section 4.3, the Executive shall receive: (i1) any an amount equal to Executive’s annual Base Salary, multiplied by a fraction the numerator of which is the number of calendar days from commencement of the year in which Executive retires through the Executive’s final workday for Company and the denominator of which is 365 (three hundred sixty-five), (2) Executive’s earned (i.e.‘banked’) but-as-yet unpaid Base Salary and Long-Term cash bonus, (3) benefits to be paid or provided to the Executive under this Agreement through the Date of Termination; Termination [as defined in (ii) in lieu of any benefits continuation following Termination, the Company shall pay a lump sum payment, in cash, equal renumbered pursuant to the estimated cost of procuring for the Executive First Amendment) Section 4.11 hereof] and his dependents: life, disability, accident and health insurance benefits for a period of two years following the Date of Termination; (iii4) any other unpaid benefits to which the Executive is otherwise entitled under any other plan, policy or program of the Company (including any retirement planRetirement Plan) applicable to the Executive as of the Date of Termination.” 2) The following is deemed inserted as subsection 4.4 (a) (a) (i) on the Date of Termination, in accordance with the terms of such plan, policy or program; addition to any and (iv) Executive shall be fully vested in all then outstanding options to acquire stock of the Company, and subject other payments provided pursuant to the last sentence Agreement and to any other Plans, Executive will be entitled to receive an amount equal to his then-current year’s base compensation. Further, 100% of this Section 4.3, all then outstanding restricted shares of Executive’s theretofore granted-but-unvested stock options and granted-but-unvested restricted stock units will be deemed vested. The Exercisability Period of the Company held by the Executive and any vested each of Executive’s stock options held by the Executive shall remain exercisable until will expire on a date the earlier of (xi) three years from the third anniversary of the Date date of Termination (except one year, rather than three years, in the case of Executive’s death during such period, in which event the options shall be exercisable until the earlier of the second anniversary of the date of Executive’s death and the third anniversary of the Date of TerminationDeath) and or (yii) the otherwise applicable normal original expiration date of such option. The foregoing provision shall not apply (a) to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an “incentive subject stock option” under Section 422 of the Code, or (b) to any grant of restricted shares of stock or restricted share units that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code to the extent applicable. Anything to the contrary herein notwithstanding, the vesting of any performance share units or performance-based restricted stock or restricted stock unit awards shall vest according to the terms of the applicable award agreement.

By Retirement. The Executive’s employment pursuant to this Agreement may be terminated during the Term if upon ninety (90) days’ prior written notice by the Executive and to the Board agree on the terms Company (“Notice of a mutually satisfactory and customary transition plan for Executive’s position, including the timing Retirement”) of Executive’s retirement, and Retirement (which for purposes of this Agreement shall be such time as Executive shall have complied at least ten (10) years of service with the terms of the transition plan in all material respects (such termination pursuant to this Section 4.3 being referred to herein as “Retirement”Company). In the event that the Executive’s employment is terminated pursuant to the first sentence of this Section 4.3, the Executive shall receive: (i) any unpaid Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination; (ii) in lieu of any benefits continuation following Termination, the Company shall pay a lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and health insurance benefits for a period of two years following the Date of Termination; and (iii) any other unpaid benefits to which the Executive is otherwise entitled under any other plan, policy or program of the Company (including any retirement plan) applicable to the Executive as of the Date of Termination, in accordance with the terms of such plan, policy or program; and (iv) . In addition, if the Board reasonably determines that Executive has satisfied the conditions in the last sentence of this Section 4.3, Executive shall be fully vested in all then outstanding options to acquire stock of the Company, and subject to the last sentence of this Section 4.3, all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive and any vested options held by the Executive shall remain exercisable until the earlier of (x) the third anniversary of the Date of Termination (except in the case of Executive’s death during such period, in which event the options shall be exercisable until the earlier of the second anniversary of the date of Executive’s death and the third anniversary of the Date of Termination) and (y) the otherwise applicable normal expiration date of such option. The foregoing provision shall not apply (a) to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code, or (b) to any grant of restricted shares of stock or restricted share units that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code to the extent applicableCode. Anything to the contrary herein notwithstandingAcceleration of all outstanding options, the vesting of any performance share units or performance-based restricted stock or and restricted stock unit awards shall vest according units pursuant to this Section 4.3 is conditioned on the following: (i) Executive and the Board must have agreed on the terms of a mutually satisfactory and customary transition plan for Executive’s position, and (ii) Executive and the applicable award agreementBoard shall have worked together in good faith to identify at least one successor candidate for Executive’s position.

By Retirement. The Executive’s Xxxxxx'x employment pursuant to this Agreement may be terminated during by written notice by Xxxxxx to the Term if the Executive Company (“Notice of Retirement”) of Xxxxxx'x Retirement (which for purposes of this Agreement shall be such time as Xxxxxx shall be at least 55 years of age and the Board agree on the terms have at least 12 years of a mutually satisfactory and customary transition plan for Executive’s position, including the timing of Executive’s retirement, and Executive shall have complied service with the terms of the transition plan in all material respects (such termination pursuant to this Section 4.3 being referred to herein as “Retirement”Company). In the event that the Executive’s Xxxxxx'x employment is terminated pursuant to the first sentence of this Section 4.3, the Executive Xxxxxx shall receive: (i) any unpaid Base Salary and benefits to be paid or provided to the Executive Xxxxxx under this Agreement through the Date of Termination; (ii) in lieu of any benefits continuation following Terminationan amount equal to $999,427, multiplied by a fraction, the numerator of which is the number of calendar days from commencement of the year in which Xxxxxx retires through Xxxxxx'x final workday for Company shall pay and the denominator of which is 365 (payable in a lump sum paymenton the thirtieth (30th) day following the effective date of Xxxxxx'x Date of Termination), (iii) Xxxxxx'x earned (i.e. 'banked') but unpaid bonus under the LTCP (payable in casha lump sum within 10 days following Xxxxxx'x Date of Termination), equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and (iv) health insurance benefits for a period substantially commensurate with the Company's standard health insurance benefits until the later of two years following (a) the second anniversary of Xxxxxx'x Date of Termination; Termination or (iiib) such time as Xxxxxx and his current wife both reach the age of 65, and (v) any other unpaid benefits to which the Executive Xxxxxx is otherwise entitled under any other plan, policy or program of the Company (including any retirement plan) applicable to the Executive Xxxxxx as of the Date of Termination, in accordance with the terms of such plan, policy or program; and (iv) Executive . In addition, Xxxxxx shall be fully vested in all then outstanding options to acquire stock of the Company, and subject to the last sentence of this Section 4.3, all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive Xxxxxx and any vested such options held by the Executive shall remain exercisable until the earlier of (x) the third anniversary of the Date of Termination (except in the case of Executive’s Xxxxxx'x death during such period, in which event the options shall be exercisable until the earlier of the second first anniversary of the date of Executive’s Xxxxxx'x death and the third anniversary of the Date of Termination) and (y) the otherwise applicable normal expiration date of such option. The foregoing provision shall not apply (a) to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code, or (b) to any grant of restricted shares of stock or restricted share units that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code to and for which the extent applicableperformance measurement period has not ended. Anything to For the contrary herein notwithstandingavoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Agreement, shall occur upon vesting pursuant to this Section 4.3, subject to any performance share units previous legally binding deferral election or performance-based restricted stock or restricted stock unit awards shall vest according to the terms of contrary payment date provided for in the applicable award agreementagreement regarding such units.

By Retirement. The Executive’s 's employment pursuant to this Agreement may be terminated during the Term if upon ninety (90) days' prior written notice by the Executive and to the Board agree on the terms Company (“Notice of a mutually satisfactory and customary transition plan for Executive’s position, including the timing Retirement”) of Executive’s retirement, and 's Retirement (which for purposes of this Agreement shall be such time as Executive shall have complied at least ten (10) years of service with the terms of the transition plan in all material respects (such termination pursuant to this Section 4.3 being referred to herein as “Retirement”Company). In the event that the Executive’s 's employment is terminated pursuant to the first sentence of this Section 4.3, the Executive shall receive: (i) any unpaid Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination; (ii) in lieu of any benefits continuation following Termination, the Company shall pay a lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents: life, disability, accident and health insurance benefits for a period substantially commensurate with the Company's standard health insurance benefits until the eighteen (18) month anniversary of two years following the Executive's Date of Termination; Termination and (iii) any other unpaid benefits to which the Executive is otherwise entitled under any other plan, policy or program of the Company (including any retirement plan) applicable to the Executive as of the Date of Termination, in accordance with the terms of such plan, policy or program; and (iv) Executive shall be fully vested in all then outstanding options to acquire stock of the Company. In addition, and subject to the last sentence of this Section 4.3, all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive and any vested options held by the Executive shall remain exercisable until the earlier of (x) the third anniversary of the Date of Termination (except in the case of Executive’s 's death during such period, in which event the options shall be exercisable until the earlier of the second anniversary of the date of Executive’s 's death and the third anniversary of the Date of Termination) and (y) the otherwise applicable normal expiration date of such option. The foregoing provision shall not apply (a) to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code, or (b) to any grant of restricted shares of stock or restricted share units that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code to the extent applicable. Anything to the contrary herein notwithstanding, the vesting of any performance share units or performance-based restricted stock or restricted stock unit awards shall vest according to the terms of the applicable award agreementCode.

By Retirement. The Executive’s employment pursuant to this Agreement may be terminated during the Term if by written notice by the Executive and to the Board agree on the terms Company (“Notice of a mutually satisfactory and customary transition plan for Executive’s position, including the timing Retirement”) of Executive’s retirement, and Retirement (which for purposes of this Agreement shall be such time as Executive shall be at least 55 years of age and have complied at least 12 years of service with the terms Company). In addition, the Board of Directors will consider a request from the transition plan in all material respects (such Executive for a termination pursuant to this Section 4.3 being referred to herein in the event either the Executive or his current wife is diagnosed with a serious illness before Executive is eligible for Retirement (as “Retirement”defined herein). In the event that the Executive’s employment is terminated pursuant to the first sentence of this Section 4.3, the Executive shall receive: (i) any unpaid Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination; (ii) in lieu of any benefits continuation following Terminationan amount equal to Executive’s annual Base Salary, multiplied by a fraction, the numerator of which is the number of calendar days from commencement of the year in which Executive retires through the Executive’s final workday for Company shall pay and the denominator of which is 365 (payable in a lump sum paymenton the thirtieth (30th) day following the effective date of Executive’s Date of Termination), (iii) Executive’s earned (i.e.‘banked’) but unpaid bonus under the LTCP (payable in casha lump sum within 10 days following the Executive’s Date of Termination), equal to (iv) health insurance benefits substantially commensurate with the estimated cost Company’s standard health insurance benefits until the later of procuring for (a) the second anniversary of the Executive’s Date of Termination or (b) such time as Executive and his dependents: lifecurrent wife both reach the age of 65, disability, accident and health insurance benefits for a period of two years following the Date of Termination; (iiiv) any other unpaid benefits to which the Executive is otherwise entitled under any other plan, policy or program of the Company (including any retirement plan) applicable to the Executive as of the Date of Termination. In addition, in accordance with the terms of such plan, policy or program; and (iv) Executive shall be fully vested in all then outstanding options to acquire stock of the Company, and subject to the last sentence of this Section 4.3, all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive and any vested such options held by the Executive shall remain exercisable until the earlier of (x) the third anniversary of the Date of Termination (except in the case of Executive’s death during such period, in which event the options shall be exercisable until the earlier of the second first anniversary of the date of Executive’s death and the third anniversary of the Date of Termination) and (y) the otherwise applicable normal expiration date of such option. The foregoing provision shall not apply (a) to extend the expiration date of any option that is outstanding (whether vested or unvested) as of the date hereof and that is intended to qualify as an “incentive stock option” under Section 422 of the Code, or (b) to any grant of restricted shares of stock or restricted share units that was intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code to the extent applicable. Anything to the contrary herein notwithstanding, the vesting of any performance share units or performance-based restricted stock or restricted stock unit awards shall vest according to the terms of the applicable award agreement.