Common use of Death, Disability or Retirement Clause in Contracts

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant to Paragraph 14, if you cease to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or (iii) your retirement with the approval of the Committee (with such approval to be granted or withheld in the sole discretion of the Committee), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be a fraction, the numerator of which is the number of days in the Performance Period in which you were an employee of the Company or a Subsidiary and the denominator of which is the total number of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstanding.

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant to Paragraph 1413, if you cease to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or (iii) your retirement with the approval of (A) the Committee if you are a “senior executive of the Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if you are not a senior executive of the Company (with such approval to be granted or withheld in the sole discretion of the CommitteeCommittee or the CEO, as applicable), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” ”, if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be a fraction, the numerator of which is the number of days in the Performance Period in which you were an employee of the Company or a Subsidiary and the denominator of which is the total number of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstanding. “Senior executive” for purposes of this Agreement shall mean (i) the CEO and (ii) any regular, full-time employee of the Company or an affiliate who (A) is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934, (B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or (D) is the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Company.

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant If the Employee’s employment terminates due to Paragraph 14his or her death, if you cease to be an employee Disability or Retirement (defined as termination by the Employee of the Employee’s employment relationship with the Company or a Subsidiary as a result any of its subsidiaries after 10 years of employment with the Company and attaining the age of 60), the Transfer and Forfeiture Restrictions on the Restricted Shares granted hereunder (unless previously terminated pursuant to paragraph (c) of this Section 3) will lapse pursuant to the following: (i) your deathin the case of termination due to death or Disability, the Transfer and Forfeiture Restrictions will lapse with respect to 100% of the Restricted Shares immediately upon termination; or (ii) your permanent disability (disability being defined in the case of termination due to Retirement, for so long as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined Employee does not become employed by the Company or employing Subsidiary), or (iii) your retirement with the approval a “competitor” of the Committee (with such approval Company, the Transfer and Forfeiture Restrictions shall continue to be granted or withheld in the sole discretion of the Committee), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited lapse pursuant to the last two sentences of subparagraph paragraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iiid) of this sentence, then Section 3. A determination as to whether the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, Employee has become employed by a “competitor,” and the prorata portion definition of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence competitor,” shall be determined based solely upon made by the Tranche One PUsCommittee, in its sole discretion. The In the event Employee becomes employed by a “prorata portioncompetitor,” that becomes vested shall be a fractionthen Employee’s continuous, the numerator of which is the number of days in the Performance Period in which you were an employee of eligible service to the Company or will be deemed to terminate on the date Employee is employed by a Subsidiary “competitor” and the denominator provisions of which is the total number Paragraph (d) of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in this Section 3 shall apply to determine whether any such earned Performance Units that Forfeiture Restrictions have not yet been forfeited and which are still outstandinglapsed.

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant to Paragraph 14, if you cease If Employee ceases to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined employed by the Company or employing Subsidiary), or (iii) your retirement with the approval any of the Committee (with such approval to be granted or withheld in the sole discretion of the Committee), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above its Affiliates prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion expiration of the Tranche Two PUs will vest upon Performance Period due to death, disability or retirement, Employee (or, in the occurrence event of any Employee’s death, the legal representative of the Employee’s estate or revocable living trust) shall receive a pro rata proportion of the Shares that would have been issued to Employee under this Agreement, determined by multiplying such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be Shares by a fraction, the numerator of which is the number of days calendar months in the Performance Period in during which you were an employee of the Company or a Subsidiary Employee’s employment continued, and the denominator of which is the total number of days months in the Performance Period. If your termination for Such pro rata proportion shall be paid to the above reasons is after Employee (or, in the end event of Employee’s death, the legal representative of the Performance Period but before payment Employee’s estate or revocable living trust) at the same time and in the same manner as specified in Section 2(b) above. Employment for any portion of a calendar month shall be deemed employment for that calendar month. For purposes of this Agreement, (i) “disability” shall mean disability as defined in any long-term disability plan maintained by the Performance Units earnedCompany or an Affiliate which covers Employee or, if anyin the absence of any such plan, for such the physical or mental condition of Employee arising during the Performance Period, you will which in the opinion of a qualified physician chosen by the Company prevents Employee from continuing employment with the Company and its Affiliates, and (ii) “retirement” shall mean termination of employment with the Company and its Affiliates after Employee has attained a combination of age and years of service that equals at least sixty-five (65); provided that, the maximum number of years of service credited for purposes of this calculation shall be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstandingten (10).

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant to Paragraph 14, if you cease If Employee ceases to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined employed by the Company or employing Subsidiary), or (iii) your retirement with the approval any of the Committee (with such approval to be granted or withheld in the sole discretion of the Committee), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above its Affiliates prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion expiration of the Tranche Two PUs will vest upon Vesting Period due to death, disability or retirement, Employee (or, in the occurrence event of any Employee’s death, the legal representative of Employee’s estate or revocable living trust) shall receive a pro rata proportion of the Shares that would have been issued to Employee under this Agreement, determined by multiplying such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be Shares by a fraction, the numerator of which is the number of days calendar months in the Performance Vesting Period in during which you were an employee of the Company or a Subsidiary Employee’s employment continued, and the denominator of which is the total number of days months in the Performance Vesting Period. If your termination Such pro rata proportion shall be paid to Employee (or, in the event of Employee’s death, the legal representative of Employee’s estate or revocable living trust) at the same time and in the same manner as specified in Section 2(c) above. Employment for any portion of a calendar month shall be deemed employment for that calendar month. For purposes of this Agreement, (i) “disability” shall mean disability as defined in any long-term disability plan maintained by the above reasons is after Company or an Affiliate which covers Employee or, in the end absence of any such plan, the Performance Period but before payment physical or mental condition of Employee arising during the Performance Units earned, if any, for such Performance Vesting Period, you will which in the opinion of a qualified physician chosen by the Company prevents Employee from continuing employment with the Company and its Affiliates, and (ii) “retirement” shall mean termination of employment with the Company and its Affiliates after Employee has attained a combination of age and years of service that equals at least sixty-five (65); provided that, the maximum number of years of service credited for purposes of this calculation shall be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstandingten (10).

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant If the Employee’s employment terminates due to Paragraph 14his or her death, if you cease to be an employee Disability or Retirement (defined as termination by the Employee of the Employee’s employment relationship with the Company or a Subsidiary as a result any of its Subsidiaries after 10 years of employment with the Company and attaining the age of 60), the Transfer and Forfeiture Restrictions on the Restricted Shares granted hereunder (unless previously terminated pursuant to Section 3(c)) will lapse pursuant to the following: (i) your deathin the case of termination due to death or Disability, the Transfer and Forfeiture Restrictions will lapse with respect to 100% of the Restricted Shares immediately upon termination; or (ii) your permanent disability (disability being defined in the case of termination due to Retirement, for so long as being physically or mentally incapable Employee does not become employed by a “competitor” of performing either your usual duties as an employee or any other duties as an employee that the Company, the Employee shall be deemed to be continuing to provide services to the Company reasonably makes available following the Employee’s termination and such condition is likely the Transfer and Forfeiture Restrictions shall continue to remain continuously lapse pursuant to Section 3(a) or, if applicable, Section 3(c). A determination as to whether the Employee has become employed by a “competitor,” and permanently, as determined the definition of “competitor,” shall be made by the Company or employing Subsidiary), or (iii) your retirement with the approval of the Committee (with such approval to be granted or withheld in the sole discretion of the Committee), then, in any such case, its sole discretion. In the event Employee becomes employed by a prorata portion of each class of your Performance Units that become “earnedcompetitor,” if anythen Employee’s continuous, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant eligible service to the last two sentences of subparagraph (a) above prior Company will be deemed to terminate on the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, date Employee is employed by a “competitor” and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant Employee will immediately forfeit all then unvested Restricted Shares subject to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be a fraction, the numerator of which is the number of days in the Performance Period in which you were an employee of the Company or a Subsidiary and the denominator of which is the total number of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if anyAward shall, for such Performance Periodno consideration, you will be fully vested in forfeit any such earned Performance Units that have not yet been forfeited and which are still outstandingright to any unvested Restricted Shares subject to this Award.

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant to Paragraph 14, if you cease to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or (iii) your retirement with the approval of (A) the board of directors of the Company (the “Board”), upon the Committee’s recommendation, if you are the Company’s Chief Executive Officer (the “CEO”), (B) the Committee if you are a “senior executive of the Company” (as defined below) or (C) the CEO if you are not a senior executive of the Company (with such approval to be granted or withheld in the sole discretion of the Board (upon the Committee’s recommendation), the Committee or the CEO, as applicable), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” ”, if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be a fraction, the numerator of which is the number of days in the Performance Period in which you were an employee of the Company or a Subsidiary and the denominator of which is the total number of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstanding. “Senior executive of the Company” for purposes of this Agreement shall mean any regular, full-time employee of the Company or an affiliate who (x) is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934, (y) is the Chief Accounting Officer of the Company, or (z) is the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Company.

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant to Paragraph 1413, if you cease to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or (iii) your retirement with the approval of the Committee (with such approval to be granted or withheld in the sole discretion of the Committee), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be a fraction, the numerator of which is the number of days in the Performance Period in which you were an employee of the Company or a Subsidiary and the denominator of which is the total number of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstanding.

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant to Paragraph 1413, if you cease to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or (iii) your retirement with the approval of (A) the Committee if you are a “senior executive of the Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if you are not a senior executive of the Company (with such approval to be granted or withheld in the sole discretion of the CommitteeCommittee or the CEO, as applicable), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” ”, if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be a fraction, the numerator of which is the number of days in the Performance Period in which you were an employee of the Company or a Subsidiary and the denominator of which is the total number of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstanding. “Senior executive of the Company” for purposes of this Agreement shall mean (i) the CEO and (ii) any regular, full-time employee of the Company or an affiliate who (A) is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934, (B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or (D) is the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Company.

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant to Paragraph 14, if you cease to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or (iii) your retirement with the approval of (A) the Committee if you are a “senior executive of the Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if you are not a senior executive of the Company (with such approval to be granted or withheld in the sole discretion of the CommitteeCommittee or the CEO, as applicable), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” ”, if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be a fraction, the numerator of which is the number of days in the Performance Period in which you were an employee of the Company or a Subsidiary and the denominator of which is the total number of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstanding. “Senior executive of the Company” for purposes of this Agreement shall mean (i) the CEO and (ii) any regular, full-time employee of the Company or an affiliate who (A) is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934, (B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or (D) is the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Company.

Death, Disability or Retirement. Unless otherwise provided If Employee shall die or be subject to Disability (as defined in an agreement pursuant Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)) while employed by the Company and its Subsidiaries or choose to Paragraph 14, if you cease to be an employee Retire (defined as termination by the Employee of the Employee’s employment relationship with the Company or a Subsidiary as a result any of its subsidiaries after 10 years of employment with the Company and attaining the age of 60), the Forfeiture Restrictions of the Restricted Shares granted hereunder (unless previously terminated pursuant to paragraph (c) of this Section 3) will lapse pursuant to the following: (i) your death, in the case of death or Disability while employed by the Company and its Subsidiaries; or (ii) your permanent disability (disability being defined in the case Employee chooses to Retire, for so long as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined Employee does not become employed by the Company or employing Subsidiary), or (iii) your retirement with the approval a “competitor” of the Committee (with such approval Company, the Forfeiture Restrictions shall continue to be granted or withheld in the sole discretion of the Committee), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited lapse pursuant to the last two sentences of subparagraph paragraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iiid) of this sentence, then Section 3. A determination as to whether the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, Employee has become employed by a “competitor,” and the prorata portion definition of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence competitor,” shall be determined based solely upon made by the Tranche One PUsCommittee, in its sole discretion. The In the event Employee becomes employed by a “prorata portioncompetitor,” that becomes vested shall be a fractionthen Employee’s continuous, the numerator of which is the number of days in the Performance Period in which you were an employee of eligible service to the Company or will be deemed to terminate on the date Employee is employed by a Subsidiary “competitor” and the denominator provisions of which is the total number Paragraph (d) of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in this Section 3 shall apply to determine whether any such earned Performance Units that Forfeiture Restrictions have not yet been forfeited and which are still outstandinglapsed.

Death, Disability or Retirement. Unless otherwise provided To the extent the restrictions set forth in an agreement pursuant to Paragraph 14, if you cease to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or (iii) your retirement Section 3 above have not lapsed in accordance with the approval of the Committee (with such approval to be granted or withheld in the sole discretion of the Committee), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph Section 4 above: (a) above prior In the event that the Participant's employment with the Company and all subsidiaries terminates due to the occurrence of an event described in clause (i)Participant's death, (ii) disability or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such eventretirement, and the prorata portion Participant's service on the Board does not continue thereafter, such restrictions shall lapse with respect to a number of each class Award Shares determined by multiplying the number of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be Award Shares by a fraction, the numerator of which is the number of days in full months that have elapsed from the Performance Period in which you were an employee Date of Award to the Company or a Subsidiary termination of employment and the denominator of which is the total number of days full months in the Performance Restriction Period. (b) In the event the Participant's employment with the Company and all subsidiaries terminates for any reason and the Participant's service on the Board continues thereafter, the restrictions shall continue in effect. If your the Participant's service on the Board subsequently terminates, then, if the termination for of service is due to death, disability or retirement, the restrictions shall lapse with respect to a number of Award Shares as described in (a) above reasons based on the full months that have elapsed from the Date of Award to the Participant's termination of service on the Board. (c) Award Shares with respect to which restrictions do not lapse shall be forfeited. (d) For purposes of this Section 5, (i) “disability” (A) while the Participant is after employed, has the end meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested Participant to engage in any such earned Performance Units that have substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not yet been forfeited less than 12 months; and which are still outstanding(ii) “retirement” (A) while the Participant is employed, means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 70 or older.

Death, Disability or Retirement. Unless otherwise provided (i) If Xxxxxxx’s Continuous Service ceases due to Grantee’s death, Disability (as defined in an agreement pursuant the Plan) or Retirement (as defined in Section 4(c)(v) below), then a Pro-Rata Portion (as defined in Section 4(c)(iv) below) of the Restricted Stock Units shall vest effective as of December 31, 2014, subject to Paragraph 14achievement of the Performance Criteria. Within 30 business days following the date of the Committee’s final determination of the achievement of the Performance Criteria, the Company shall deliver to the Grantee (or his/her estate in the event of death) one share for each Restricted Stock Unit in which Grantee becomes entitled as described herein and such Restricted Stock Unit shall terminate. No transfer by will or the applicable laws of descent and distribution of any Restricted Stock Units that vest by reason of Xxxxxxx’s death shall be effective to bind the Company unless the Committee shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer. (ii) By way of example only, if you cease to be an employee of the Company or a Subsidiary (i) Grantee’s Continuous Service terminates as a result of death or Disability as of March 15, 2012, and (ii) the Company’s performance for the 12-month period ending December 31, 2014, is $XX Billion in revenue and $XXX EPS, such that XXX% of the Target Number of Units, or XXX Units, are eligible for vesting, then Grantee (or Grantee’s estate) will vest his Pro-Rata Portion of the XXX Units, or XXX Units. (iii) As an additional example only, if (i) your deathGrantee’s Continuous Service ceases due to Grantee’s Retirement as of September 30, 2011, and (ii) your permanent disability (disability being defined as being physically or mentally incapable the Company’s performance for the 12-month period ending December 31, 2014, is $XXX Billion in revenue and $XXX EPS, such that XX% of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary)Target Number of Units, or (iii) your retirement with the approval XXX Units, are eligible for vesting, then Grantee will vest his Pro-Rata Portion of the Committee (with such approval to be granted XXX Units, or withheld in the sole discretion of the Committee), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be a fraction, the numerator of which is the number of days in the Performance Period in which you were an employee of the Company or a Subsidiary and the denominator of which is the total number of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstandingXXX Units.

Death, Disability or Retirement. Unless otherwise provided in an agreement pursuant to Paragraph 1413, if you cease to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or (iii) your retirement with the approval of (A) the Committee if you are a “senior executive of the Company” (as defined below) or (B) Company’s Chief Executive Officer (the “CEO”) if you are not a senior executive of the Company (with such approval to be granted or withheld in the sole discretion of the CommitteeCommittee or the CEO, as applicable), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” ”, if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph (a) above prior to the occurrence of an event described in clause (i), (ii) or (iii) of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be a fraction, the numerator of which is the number of days in the Performance Period in which you were an employee of the Company or a Subsidiary and the denominator of which is the total number of days in the Performance Period. If your termination for the above reasons is after the end of the Performance Period but before payment of the Performance Units earned, if any, for such Performance Period, you will be fully vested in any such earned Performance Units that have not yet been forfeited and which are still outstanding. “Senior executive” for purposes of this Agreement shall mean (i) the CEO and (ii) any regular, full-time employee of the Company or an affiliate who (A) is an officer of the Company required to file reports with the Securities and Exchange Commission under Section 16 of the Securities Exchange Act of 1934, (B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or (D) is the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Company.

Death, Disability or Retirement. Unless otherwise provided To the extent the restrictions set forth in an agreement pursuant to Paragraph 14, if you cease to be an employee of the Company or a Subsidiary as a result of (i) your death, (ii) your permanent disability (disability being defined as being physically or mentally incapable of performing either your usual duties as an employee or any other duties as an employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or (iii) your retirement Section 3 above have not lapsed in accordance with the approval of the Committee (with such approval to be granted or withheld in the sole discretion of the Committee), then, in any such case, a prorata portion of each class of your Performance Units that become “earned,” if any, as provided in Exhibit A, will become vested; provided, however, that if the Tranche Two PUs have been forfeited pursuant to the last two sentences of subparagraph Section 4 above: (a) above prior In the event that the Participant’s employment with the Company and all subsidiaries terminates due to the occurrence Participant’s death, disability or retirement, such restrictions shall lapse with respect to a number of an event described in clause (i), (ii) or (iii) Award Shares determined by multiplying the number of this sentence, then the Tranche Two PUs shall remain forfeited, no portion of the Tranche Two PUs will vest upon the occurrence of any such event, and the prorata portion of each class of your Performance Units that become “earned”, if any, and that may become vested pursuant to this sentence shall be determined based solely upon the Tranche One PUs. The “prorata portion” that becomes vested shall be Award Shares by a fraction, the numerator of which is the number of days in full months that have elapsed from the Performance Period in which you were an employee Date of Award to the Company or a Subsidiary termination of employment and service and the denominator of which is the total number of days full months in the Performance Restriction Period. If your In such case, the Participant’s concurrent or subsequent termination for of service on the above reasons is after Board shall have no effect on the end remainder of the Performance Period but before payment Award. (b) In the event the Participant’s employment with the Company and all subsidiaries terminates for any reason other than death, disability or retirement, and the Participant’s service on the Board continues thereafter, the restrictions shall continue in effect. If the Participant’s service on the Board subsequently terminates, then, if the termination of service is due to death, disability or retirement, the restrictions shall lapse with respect to a number of Award Shares as described in (a) above based on the full months that have elapsed from the Date of Award to the Participant’s termination of service on the Board. (c) Award Shares with respect to which restrictions do not lapse shall be forfeited. (d) For purposes of this Section 5, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company’s long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Performance Units earned, if any, for such Performance Period, you will be fully vested Participant to engage in any such earned Performance Units that have substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not yet been forfeited less than 12 months; and which are still outstanding(ii) “retirement” (A) while the Participant is employed, means the Participant’s termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 70 or older.