Common use of Death, Total and Permanent Disability, Retirement or Divestiture Prior to the Scheduled Vesting Date Clause in Contracts

Death, Total and Permanent Disability, Retirement or Divestiture Prior to the Scheduled Vesting Date. In the event that the Grantee ceases to be employed by the Company and its Subsidiaries due to the Grantee's death, total and permanent disability, Retirement, divestiture or discontinued operation of a Subsidiary or division with which the Grantee was associated or ceases to be a director of the Company due to the Grantee's death or total and permanent disability, in each case prior to the Scheduled Vesting Date, then the award of PSUs will remain eligible to vest on the Scheduled Vesting Date, subject to Sections 2(b) and 2(e), with respect to a number of PSUs equal to the product of (A) the sum of (x) the total number of Earned PSUs and (y) the total number of Earned Dividend Equivalent PSUs, in each case, that would have been so earned on the Scheduled Vesting Date had such termination not occurred, and (B) a fraction, the numerator of which will be the number of days from January 1 of the year in which the Grant Date occurs to the last day of the month in which the Termination Date occurs and the denominator of which will be 1,095, and any remaining PSUs and Dividend Equivalent PSUs that otherwise would have been earned had such termination not occurred will be automatically forfeited by the Grantee as of the Termination Date. The PSUs and Dividend Equivalent PSUs that vest pursuant to this Section 3(b)(i) shall be settled as provided in Section 2(d).

Death, Total and Permanent Disability, Retirement or Divestiture Prior to the Scheduled Vesting Date. In the event that the Grantee ceases to be employed by the Company and its Subsidiaries due to the Grantee's death, total and permanent disability, Retirement, divestiture or discontinued operation of a Subsidiary or division with which the Grantee was associated or ceases to be a director of the Company due to the Grantee's death or total and permanent disabilitydisability or Retirement, in each case prior to the Scheduled Vesting Date, then the award of PSUs will remain eligible to vest on the Scheduled Vesting Date, subject to Sections 2(b), 2(e) and 2(e)3(a) above, with respect to a number of PSUs equal to the product of (A) the sum of (x) the total number of Earned PSUs and (y) the total number of Earned Dividend Equivalent PSUs, in each case, that would have been so earned on the Scheduled Vesting Date had such termination not occurred, and (B) a fraction, the numerator of which will be the number of days from January 1 of the year in which the Grant Date occurs to the last day of the month in which the Termination Date occurs and the denominator of which will be 1,095, and any remaining PSUs and Dividend Equivalent PSUs that otherwise would have been earned had such termination not occurred will be automatically forfeited by the Grantee as of the Termination Date. The PSUs and Dividend Equivalent PSUs that vest pursuant to this Section 3(b)(i) shall be settled as provided in Section 2(d) above. In the event of a Grantee’s Retirement within nine (9) months of continuous service of the Grant Date, the entire grant shall be forfeited; provided, however that (i) if the Grantee is a Covered Employee (as defined in the Plan) or is otherwise subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Committee may, in its sole discretion, waive or agree to another arrangement with the Grantee and (ii) if the Grantee is an employee other than a Covered Employee or is not otherwise subject to Section 16 of the Exchange Act, the Chief Executive Officer may, whether prior to, in connection with, or subsequent to the execution by both parties of this Agreement, explicitly waive or agree to another arrangement with the Grantee in writing with respect to this condition.

Death, Total and Permanent Disability, Retirement or Divestiture Prior to the Scheduled Vesting Date. In the event that the Grantee ceases to be employed by the Company and its Subsidiaries due to the Grantee's death, total and permanent disability, Retirement, divestiture or discontinued operation of a Subsidiary or division with which the Grantee was associated or ceases to be a director of the Company due to the Grantee's death or death, total and permanent disabilitydisability or Retirement, in each case prior to the Scheduled Vesting Date, then the award of PSUs will remain eligible to vest on the Scheduled Vesting Date, subject to Sections 2(b), 2(e) and 2(e3(a), with respect to a number of PSUs equal to the product of (A) the sum of (x) the total number of Earned PSUs and (y) the total number of Earned Dividend Equivalent PSUs, in each case, that would have been so earned on the Scheduled Vesting Date had such termination not occurred, occurred and (B) a fraction, the numerator of which will be the number of days from January 1 of the year in which the Grant Date occurs to the last day of the month in which the Termination Date occurs and the denominator of which will be 1,095, and any remaining PSUs and Dividend Equivalent PSUs that otherwise would have been earned had such termination not occurred will be automatically forfeited by the Grantee as of the Termination Date. The PSUs and Dividend Equivalent PSUs that vest pursuant to this Section 3(b)(i) shall be settled as provided in Section 2(d). In the event of a Grantee’s Retirement within nine (9) months of continuous service of the Grant Date, the entire grant shall be forfeited; provided, however that (i) if the Grantee is a Covered Employee (as defined in the Plan) or is otherwise subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Committee may, in its sole discretion, waive or agree to another arrangement with the Grantee and (ii) if the Grantee is an employee other than a Covered Employee or is not otherwise subject to Section 16 of the Exchange Act, the Chief Executive Officer may, whether prior to, in connection with, or subsequent to the execution by both parties of this Agreement, explicitly waive or agree to another arrangement with the Grantee in writing with respect to this condition.

Death, Total and Permanent Disability, Retirement or Divestiture Prior to the Scheduled Vesting Date. In the event that the Grantee ceases to be employed by the Company and its Subsidiaries due to the Grantee's death, total and permanent disability, Retirement, divestiture or discontinued operation of a Subsidiary or division with which the Grantee was associated or ceases to be a director of the Company due to the Grantee's death or total and permanent disability, in each case prior to the Scheduled Vesting Date, then the award of PSUs will remain eligible to vest on the Scheduled Vesting Date, subject to Sections 2(b) and 2(e), with respect to a number of PSUs equal to the product of (A) the sum of (x) the total number of Earned PSUs and (y) the total number of Earned Dividend Equivalent PSUs, in each case, that would have been so earned on the Scheduled Vesting Date had such termination not occurred, occurred and (B) a fraction, the numerator of which will be the number of days from January 1 of the year in which the Grant Date occurs to the last day of the month in which the Termination Date occurs and the denominator of which will be 1,095, and any remaining PSUs and Dividend Equivalent PSUs that otherwise would have been earned had such termination not occurred will be automatically forfeited by the Grantee as of the Termination Date. The PSUs and Dividend Equivalent PSUs that vest pursuant to this Section 3(b)(i) shall be settled as provided in Section 2(d).