Common use of Death; Disability; Termination Without Cause; Termination for Good Reason; Retirement Clause in Contracts

Death; Disability; Termination Without Cause; Termination for Good Reason; Retirement. If the Participant experiences a Termination of Service after the first anniversary of the Grant Date and prior to the Performance-Based Vesting Date due to a Qualifying Termination or due to the Participant’s voluntary termination following attainment of age 55 with at least ten years of service with the Company or its predecessors, the number of Earned Performance-Based RSU Shares shall equal (A) the number of Earned Performance-Based RSU Shares determined in accordance with Section 2(b) above, multiplied by (B) a fraction, the numerator of which shall be the number of full months between the Grant Date and the termination date and the denominator of which shall be the number of full months between the Grant Date and the Performance-Based Vesting Date.