Common use of Death, Disability, Retirement Clause in Contracts

Death, Disability, Retirement. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of termination of employment after attaining age 65, or termination of employment after both attaining age 55 and completing at least 5 years of service, the Employee shall become vested in a number of Stock Units equal to the product of (i) the total number of Stock Units in which the Employee would have become vested upon the Stock Unit Expiration Date set forth in the Award Agreement had the Employee’s employment not terminated, and (ii) a fraction, the numerator of which shall be the number of full calendar months between the Stock Unit Commencement Date and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Stock Unit Commencement Date to the Stock Unit Expiration Date; provided such number of Stock Units so vested shall be reduced by the number of Stock Units that had previously become vested. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of death or permanent disability (as determined under the Company’s Long Term Disability Plan), the Employee (or in the case of the Employee’s death, the Employee’s estate or designated beneficiary) shall be become fully vested in all of the Employee’s unvested Stock Units.

Death, Disability, Retirement. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of death, permanent disability (as determined under the Company’s Long Term Disability Plan), termination of employment after attaining age 6565 (other than for “Cause”), or termination of employment after both attaining age 55 and completing at least 5 years of serviceservice (other than for “Cause”), the Employee (or in the case of the Employee's death, the Employee's estate or designated beneficiary) shall become vested in a number of Stock Units equal to the product of (i) the total number of Stock Units in which the Employee would have become vested upon the Stock Unit Expiration Date set forth in the Award Agreement had the Employee’s 's employment not terminated, and (ii) a fraction, the numerator of which shall be the number of full calendar months between the Stock Unit Commencement Date and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Stock Unit Commencement Date to the Stock Unit Expiration Date; provided such number of Stock Units so vested shall be reduced by the number of Stock Units that had previously become vested. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee is terminated for “Cause” all unpaid awards shall be forfeited. “Cause” shall mean a termination of the Employee’s employment terminates on or prior to 4858-1584-5899.3 following the Stock Unit Expiration Date by reason occurrence of death or permanent disability (as determined under the Company’s Long Term Disability Plan), the Employee (or in the case any of the Employee’s deathfollowing events, the Employee’s estate or designated beneficiary) each of which shall be become fully vested in all of the Employee’s unvested Stock Units.constitute a “Cause” for such termination:

Death, Disability, Retirement. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of termination of employment after attaining age 65, or termination of employment after both attaining age 55 and completing at least 5 years of service, the Employee shall become vested in a number of Stock Units equal to the product of (i) the total number of Stock Units in which the Employee would have become vested upon the Stock Unit Expiration Date set forth in the Award Agreement had the Employee’s 's employment not terminated, and (ii) a fraction, the numerator of which shall be the number of full calendar months between the Stock Unit Commencement Date and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Stock Unit Commencement Date to the Stock Unit Expiration Date; provided such number of Stock Units so vested shall be reduced by the number of Stock Units that had previously become vested. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of death or permanent disability (as determined under the Company’s Long Term Disability Plandisability policies), the Employee (or in the case of the Employee’s death, the Employee’s estate or designated beneficiary) shall be become fully vested in all of the Employee’s unvested Stock Units.

Death, Disability, Retirement. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of termination of employment without “Cause” after attaining age 65, or termination of employment without “Cause” after both attaining age 55 and completing at least 5 years of service, the Employee shall become vested in a number of Stock Units equal to the product of (i) the total number of Stock Units in which the Employee would have become vested upon the Stock Unit Expiration Date set forth in the Award Agreement had the Employee’s employment not terminated, and (ii) a fraction, the numerator of which shall be the number of full calendar months between the Stock Unit Commencement Date and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Stock Unit Commencement Date to the Stock Unit Expiration Date; provided such number of Stock Units so vested shall be reduced by the number of Stock Units that had previously become vested. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of death or permanent disability (as determined under the Company’s Long Term Disability Plan), the Employee (or in the case of the Employee’s death, the Employee’s estate or designated beneficiary) shall be become fully vested in all of the Employee’s unvested Stock Units.. In the event the Employee is terminated for “Cause” all unpaid awards shall be forfeited. “Cause” shall mean a termination of the Employee’s employment following the occurrence of any of the following events, each of which shall constitute a “Cause” for such termination:

Death, Disability, Retirement. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee’s employment terminates on or prior to the Stock Unit Expiration Date by reason of death, permanent disability (as determined under the Company’s Long Term Disability Plan), termination of employment after attaining age 6565 (other than for “Cause”), or termination of employment after both attaining age 55 and completing at least 5 years of serviceservice (other than for “Cause”), the Employee (or in the case of the Employee's death, the Employee's estate or designated beneficiary) shall become vested in a number of Stock Units equal to the product of (i) the total number of Stock Units in which the Employee would have become vested upon the Stock Unit Expiration Date set forth in the Award Agreement had the Employee’s 's employment not terminated, and (ii) a fraction, the numerator of which shall be the number of full calendar months between the Stock Unit Commencement Date and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Stock Unit Commencement Date to the Stock Unit Expiration Date; provided such number of Stock Units so vested shall be reduced by the number of Stock Units that had previously become vested. In lieu of the Vesting Schedule set forth in the Award Agreement, in the event that the Employee is terminated for “Cause” all unpaid awards shall be forfeited. “Cause” shall mean a termination of the Employee’s employment terminates on or prior to 4879-1929-4541.3 following the Stock Unit Expiration Date by reason occurrence of death or permanent disability (as determined under the Company’s Long Term Disability Plan), the Employee (or in the case any of the Employee’s deathfollowing events, the Employee’s estate or designated beneficiary) each of which shall be become fully vested in all of the Employee’s unvested Stock Units.constitute a “Cause” for such termination:

Death, Disability, Retirement. In lieu of the Vesting Schedule set forth Except as provided in the Award AgreementSections 13 or 14 below, in the event that the Employee’s employment terminates of the Employee shall terminate on or prior to the Stock Unit Expiration Date by reason of death, permanent disability (as determined under the Company's Long Term Disability Plan), termination of employment after attaining age 65, or termination of employment after both attaining age 55 and completing at least 5 years of service, the Employee (or in the case of the Employee's death, the Employee's estate or designated beneficiary) shall become vested in a be entitled to receive at the time of the Employee's termination of employment the number of shares of Common Stock Units equal to the product of (i) the total number of shares in respect of such Stock Units in which the Employee would have become vested been entitled to receive upon the Stock Unit Expiration Date set forth in expiration of the Award Agreement Incentive Period had the Employee’s 's employment not terminated, and (ii) a fraction, the numerator of which shall be the number of full calendar months between the Stock Unit Commencement Date and the date that employment terminated, and the denominator of which shall be the number of full calendar months from the Stock Unit Commencement Date to the Stock Unit Expiration Date; provided such number of Stock Units so vested shall be reduced . Notwithstanding the foregoing and solely to the extent required by the number of Stock Units that had previously become vested. In lieu Section 409A of the Vesting Schedule set forth Internal Revenue Code of 1986, as amended (the “Code”), if the Employee is a “specified employee” (within the meaning of Code Section 409A and the regulations and guidance issued thereunder (“Section 409A”)) and if delivery of shares is being made in the Award Agreement, in the event that connection with the Employee’s employment terminates on or prior to the Stock Unit Expiration Date 's separation from service other than by reason of death or permanent disability the Employee's death, delivery of the shares shall be delayed until six months and one day after the Employee's separation from service with the Company (as determined under or, if earlier than the Company’s Long Term Disability Plan)end of the six-month period, the Employee (or in the case date of the Employee’s 's death, the Employee’s estate or designated beneficiary) shall be become fully vested in all of the Employee’s unvested Stock Units).