Common use of Disability and Retirement Clause in Contracts

Disability and Retirement. (a) Notwithstanding any other provision of this Award Agreement, but subject to Paragraph 6(b): (i) if your Employment with the Company is terminated by reason of Disability or Retirement, the condition set forth in Paragraph 4(a) shall be waived with respect to your then outstanding unvested RSUs (as a result of which any such then unvested outstanding RSUs shall vest and shares corresponding to the RSUs shall be delivered to you as soon as practicable after the date of termination and after such documentation as may be requested by the Committee is provided to the Committee), but all other conditions of this Award Agreement shall continue to apply; and (ii) if your Employment with the Company is terminated by reason of Early Retirement, the condition set forth in Paragraph 4(a) shall be waived with respect to a fraction of your then outstanding unvested RSUs, the numerator of which fraction shall be the number of whole months between the Date of Grant and the date of such termination of Employment by reason of Early Retirement, and the denominator of which fraction shall be the number of whole months between the Date of Grant and the Scheduled Vesting Date (as a result of which such fraction of any such then unvested outstanding RSUs shall vest, and shares corresponding to such fraction of the RSUs shall be delivered to you as soon as practicable after the date of termination and after such documentation as may be requested by the Committee is provided to the Committee, but all other unvested outstanding RSUs shall immediately terminate), but all other conditions of this Award Agreement shall continue to apply. (b) Without limiting the application of Paragraph 4(b) or Paragraph 4(c), your rights in respect of any outstanding RSUs that become vested solely by reason of Paragraph 6(a) shall terminate, and no Shares (or securities or other property) shall be delivered in respect of such outstanding RSUs if, following the termination of your Employment with the Company by reason of Disability, Retirement or Early Retirement and prior to the Scheduled Vesting Date, you (i) form, or acquire a 5% or greater equity ownership, voting or profit participation interest in, any Competitive Enterprise or (ii) associate in any capacity (including, but not limited to, association as an officer, employee, partner, director, consultant, agent or advisor) with any Competitive Enterprise.

Disability and Retirement. (a) Notwithstanding any other provision of this Award Agreement, but subject to Paragraph 6(b): (i) if your Employment with you become subject to Disability following the Company is terminated by reason first anniversary of Disability or Retirementthe Date of Grant, the condition set forth in Paragraph 4(a) shall be waived with respect to your then outstanding unvested RSUs (as a result of which any such then unvested outstanding RSUs shall vest and shares the Shares (or securities or other property) corresponding to your outstanding RSUs shall be paid to you promptly after the date you become subject to Disability, but no later than 90 days thereafter), but all other conditions of this Award Agreement shall continue to apply; (ii) if you terminate Employment by means of retirement at or after age 65 (“Retire”) prior to December 31, 20___, the condition set forth in Paragraph 4(a) shall be waived only with respect to a fraction of your then outstanding unvested RSUs, the numerator of which fraction shall be the number of whole quarters between January 1, 20___ and the date of your Retirement, and the denominator of which fraction shall be four (as a result of which such fraction of any such then unvested outstanding RSUs shall vest, and Shares (or securities or other property) corresponding to such fraction of the RSUs shall be delivered paid to you as soon as practicable promptly after the date you Retire, but no later than the end of termination and after the calendar year in which such documentation as may be requested by the Committee is provided to the Committeedate falls, but all other unvested outstanding RSUs shall immediately terminate), but all other conditions of this Award Agreement shall continue to apply; and (iiiii) if you terminate your Employment by means of early retirement at or after age 55 but before reaching age 65, with the Company is terminated by reason of approval of, and subject to any terms and conditions prescribed by, the Committee in its sole discretion (“Early RetirementRetire”), the condition set forth in Paragraph 4(a) shall be waived with respect to a fraction of your then outstanding unvested RSUs, the numerator of which fraction shall be the number of whole months quarters between the Date of Grant January 1, 20___ and the date of such termination of Employment by reason of your Early Retirement, and the denominator of which fraction shall be the number of whole months between the Date of Grant and the Scheduled Vesting Date twelve (as a result of which such fraction of any such then unvested outstanding RSUs shall vest, and shares Shares (or securities or other property) corresponding to such fraction of the RSUs shall be delivered paid to you as soon as practicable promptly after the date you Early Retire, but no later than the end of termination and after the calendar year in which such documentation as may be requested by the Committee is provided to the Committeedate falls, but all other unvested outstanding RSUs shall immediately terminate), but all other conditions of this Award Agreement shall continue to apply. (b) Without limiting the application of Paragraph 4(b) or Paragraph 4(c), your rights in respect of any outstanding RSUs that become vested solely by reason of Paragraph 6(a) shall terminate, and no Shares (or securities or other property) shall be delivered paid in respect of such outstanding RSUs if, following the termination of your Employment with the Company by reason of becoming subject to Disability, Retirement Retiring or Early Retirement Retiring and prior to the Scheduled Vesting Date, you (i) form, or acquire a 5% or greater equity ownership, voting or profit participation interest in, any Competitive Enterprise or (ii) associate in any capacity (including, but not limited to, association as an officer, employee, partner, director, consultant, agent or advisor) with any Competitive Enterprise.

Disability and Retirement. (a) Notwithstanding any other provision of this Award Agreement, but subject to Paragraph 6(b): (i) if your Employment with the Company is terminated by reason of you become subject to Disability or Retirementterminate Employment by means of retirement at or after age 65 (“Retire”), the condition set forth in Paragraph 4(a) shall be waived with respect to your then outstanding unvested RSUs (as a result of which any such then unvested outstanding RSUs shall vest and shares the Shares (or securities or other property) corresponding to the your outstanding RSUs shall be delivered paid to you as soon as practicable promptly after the date you become subject to Disability or Retire, but no later than 90 days thereafter (if you become subject to Disability) or the end of termination and after the calendar year in which such documentation date falls (if you Retire), as may be requested by the Committee is provided to the Committeeapplicable), but all other conditions of this Award Agreement shall continue to apply; and (ii) if your Employment you terminate employment by means of early retirement at or after age 55 but before reaching age 65, with the Company is terminated by reason of approval of, and subject to any terms and conditions prescribed by, the Committee in its sole discretion (“Early RetirementRetire”), the condition set forth in Paragraph 4(a) shall be waived with respect to a fraction of your then outstanding unvested RSUs, the numerator of which fraction shall be the number of whole months between the Date of Grant and the date of such termination of Employment by reason of your Early Retirement, and the denominator of which fraction shall be the number of whole months between the Date of Grant and the Scheduled Vesting Date (as a result of which such fraction of any such then unvested outstanding RSUs shall vest, and shares the Shares (or securities or other property) corresponding to such fraction of the RSUs shall be delivered paid to you as soon as practicable promptly after the date you Early Retire, but no later than the end of termination and after the calendar year in which such documentation as may be requested by the Committee is provided to the Committeedate falls, but all other unvested outstanding RSUs shall immediately terminate), but all other conditions of this Award Agreement shall continue to apply. (b) Without limiting the application of Paragraph 4(b) or Paragraph 4(c), your rights in respect of any outstanding RSUs that become vested solely by reason of Paragraph 6(a) shall terminate, and no Shares (or securities or other property) shall be delivered paid in respect of such outstanding RSUs if, following the termination of your Employment with the Company by reason of becoming subject to Disability, Retirement Retiring or Early Retirement and prior to the Scheduled Vesting DateRetiring, you (i) form, or acquire a 5% or greater equity ownership, voting or profit participation interest in, any Competitive Enterprise or (ii) associate in any capacity (including, but not limited to, association as an officer, employee, partner, director, consultant, agent or advisor) with any Competitive Enterprise.

Disability and Retirement. (a) Notwithstanding any other provision of this Award Agreement, but subject to Paragraph 6(b): (i) if your Employment with the Company is terminated by reason of Disability or RetirementRetirement following the first anniversary of the Date of Grant, the condition set forth in Paragraph 4(a) shall be waived with respect to your then outstanding unvested RSUs (as a result of which any such then unvested outstanding RSUs shall vest and shares corresponding to the RSUs shall be delivered to you as soon as practicable after the date of termination and after such documentation as may be requested by the Committee is provided to the Committee), but all other conditions of this Award Agreement shall continue to apply; and (ii) if your Employment with the Company is terminated by reason of Retirement prior to December 31. 20___, the condition set forth in Paragraph 4(a) shall be waived only with respect to a fraction of your then outstanding unvested RSUs, the numerator of which fraction shall be the number of whole quarters between January 1, 20___and the date of such termination of Employment by reason of Retirement, and the denominator of which fraction shall be four (as a result of which such fraction of any such then unvested outstanding RSUs shall vest, and shares corresponding to such fraction of the RSUs shall be delivered to you as soon as practicable after the date of termination and after such documentation as may be requested by the Committee is provided to the Committee, but all other unvested outstanding RSUs shall immediately terminate), but all other conditions of this Award Agreement shall continue to apply. (iii) if your Employment with the Company is terminated by reason of Early Retirement, the condition set forth in Paragraph 4(a) shall be waived with respect to a fraction of your then outstanding unvested RSUs, the numerator of which fraction shall be the number of whole months quarters between the Date of Grant and January 1, 20___and the date of such termination of Employment by reason of Early Retirement, and the denominator of which fraction shall be the number of whole months between the Date of Grant and the Scheduled Vesting Date twelve (as a result of which such fraction of any such then unvested outstanding RSUs shall vest, and shares corresponding to such fraction of the RSUs shall be delivered to you as soon as practicable after the date of termination and after such documentation as may be requested by the Committee is provided to the Committee, but all other unvested outstanding RSUs shall immediately terminate), but all other conditions of this Award Agreement shall continue to apply. (b) Without limiting the application of Paragraph 4(b) or Paragraph 4(c), your rights in respect of any outstanding RSUs that become vested solely by reason of Paragraph 6(a) shall terminate, and no Shares (or securities or other property) shall be delivered in respect of such outstanding RSUs if, following the termination of your Employment with the Company by reason of Disability, Retirement or Early Retirement and prior to the Scheduled Vesting Date, you (i) form, or acquire a 5% or greater equity ownership, voting or profit participation interest in, any Competitive Enterprise or (ii) associate in any capacity (including, but not limited to, association as an officer, employee, partner, director, consultant, agent or advisor) with any Competitive Enterprise.