Common use of Disability, Death or Retirement Clause in Contracts

Disability, Death or Retirement. In the event of the Grantee’s death, Disability, or Retirement the following shall apply: (i) If such event occurs after the end of the Performance Period but before the end of the Restriction Period, the restrictions on the Stock Unit Awards shall be removed upon certification by the Committee of the Company’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Restriction Period (i.e., as adjusted or forfeited based on the Performance Criteria); (ii) In the event of the Grantee’s Disability or Retirement before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon (a) expiration of the Performance Period, and (b) certification by the Committee of the Company’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal (i) the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Performance Period (i.e., as adjusted or forfeited based on the Performance Criteria) multiplied by (ii) the portion of Performance Period based on calendar days of service the Grantee was an active Participant hereunder; (iii) In the event of the Grantee’s death before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon the Grantee’s date of death, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards contingently granted hereunder without any further adjustment; and (iv) Notwithstanding the terms of the Plan and any other provision of this Agreement, in the event of the Grantee's Disability or Retirement prior to the end of the Performance Period, the Committee may, but shall not be obligated to, permit the Grantee to receive the number of Stock Unit Awards, if any, that the Grantee would otherwise be entitled to had the Grantee been an active employee at the end of the Performance Period (as adjusted or forfeited based on the Performance Criteria) without any reduction for the time the Grantee was not an active employee during the Performance Period.

Disability, Death or Retirement. In the event of the Grantee’s 's death, Disability, or Retirement the following shall apply: (i) If such event occurs after the end of the Performance Period but before the end of the Restriction Period, the restrictions on the Stock Unit Awards shall be removed upon certification by the Committee of the Company’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Restriction Period (i.e., as adjusted or forfeited based on the Performance Criteria)immediately removed; (ii) In the event of the Grantee’s 's Disability or Retirement before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon (a) expiration of the Performance Period, and (b) certification by the Committee of the Company’s 's performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the . The number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal (i) the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Performance Period (i.e., as adjusted or forfeited based on the Performance Criteria) multiplied by (ii) the portion of Performance Period based on calendar days of service the Grantee was an active Participant hereunder; (iii) In the event of the Grantee’s 's death before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon the Grantee’s 's date of death, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards contingently granted hereunder without any further adjustment; and (iv) Notwithstanding the terms of the Plan and any other provision of this Agreement, in the event of the Grantee's Disability or Retirement prior to the end of the Performance Period, the Committee may, but shall not be obligated to, permit the Grantee to receive the number of Stock Unit Awards, if any, that the Grantee would otherwise be entitled to had the Grantee been an active employee at the end of the Performance Period (as adjusted or forfeited based on the Performance Criteria) without any reduction for the time the Grantee was not an active employee during the Performance Period.

Disability, Death or Retirement. In the event of the Grantee’s death, Disability, or Retirement the following shall apply: (i) If such event occurs after the end of the Performance Period but before the end of the Restriction Period, the restrictions on the Stock Unit Awards shall be removed upon certification by the Committee of the Company’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Restriction Period (i.e., as adjusted or forfeited based on the Performance Criteria)immediately removed; (ii) In the event of the Grantee’s Disability or Retirement before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon (a) expiration of the Performance Period, and (b) certification by the Committee of the Company’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal (i) the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Performance Period (i.e., as adjusted or forfeited based on the Performance Criteria) multiplied by (ii) the portion of Performance Period based on calendar days of service the Grantee was an active Participant hereunder; (iii) In the event of the Grantee’s death before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon the Grantee’s date of death, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards contingently granted hereunder without any further adjustment; and (iv) Notwithstanding the terms of the Plan and any other provision of this Agreement, in the event of the Grantee's Disability or Retirement prior to the end of the Performance Period, the Committee may, but shall not be obligated to, permit the Grantee to receive the number of Stock Unit Awards, if any, that the Grantee would otherwise be entitled to had the Grantee been an active employee at the end of the Performance Period (as adjusted or forfeited based on the Performance Criteria) without any reduction for the time the Grantee was not an active employee during the Performance Period.

Disability, Death or Retirement. In the event of the Grantee’s death, Disability, or Retirement the following shall apply: (i) If such event occurs after the end of the Performance Period but before the end of the Restriction Period, the restrictions on the Stock Unit Awards shall be removed upon certification by the Committee of the Company’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Restriction Period (i.e., as adjusted or forfeited based on the Performance Criteria); (ii) In the event of the Grantee’s Disability or Retirement before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon (a) expiration of the Performance Period, and (b) certification by the Committee of the Company’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal (i) the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Performance Period (i.e., as adjusted or forfeited based on the Performance Criteria) multiplied by (ii) the portion of Performance Period based on calendar days of service the Grantee was an active Participant hereunder; (iii) In the event of the Grantee’s death before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon the Grantee’s date of death, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards contingently granted hereunder without any further adjustment; and (iv) Notwithstanding the terms of the Plan and any other provision of this Agreement, in the event of the Grantee's Disability or Retirement prior to the end of the Performance Period, the Committee may, but shall not be obligated to, permit the Grantee to receive the number of Stock Unit Awards, if any, that the Grantee would otherwise be entitled to had the Grantee been an active employee at the end of the Performance Period (as adjusted or forfeited based on the Performance Criteria) without any reduction for the time the Grantee was not an active employee during the Performance Period.

Disability, Death or Retirement. In the event of the Grantee’s death, Disability, or Retirement the following shall apply: (i) If such event occurs after the end of the Performance Period but before the end of the Restriction Period, the restrictions on the Stock Unit Awards shall be removed upon certification by the Committee of the Company’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Restriction Period (i.e., as adjusted or forfeited based on the Performance Criteria)immediately removed; (ii) In the event of the Grantee’s Disability or Retirement before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon (a) expiration of the Performance Period, and (b) certification by the Committee of the Company’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal (i) the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Performance Period (i.e., as adjusted or forfeited based on the Performance Criteria) multiplied by (ii) the portion of Performance Period based on calendar days of service the Grantee was an active Participant hereunder; (iii) In the event of the Grantee’s death before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon the Grantee’s date of death, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards contingently granted hereunder without any further adjustment; and (iv) Notwithstanding the terms of the Plan and any other provision of this AgreementPlan, in the event of the Grantee's Disability or Retirement prior to the end of the Performance Period, the Committee may, but shall not be obligated to, permit the Grantee to receive the number of Stock Unit Awards, if any, that the Grantee would otherwise be entitled to had the Grantee been an active employee at the end of the Performance Period (as adjusted or forfeited based on the Performance Criteria) without any reduction for the time the Grantee was not an active employee during the Performance Period.

Disability, Death or Retirement. In the event As permitted by Section 6(d)(ii) of the Grantee’s deathPlan, the following (and not the provisions of Section 6(d)(ii)(A) of the Plan) shall govern if the Employee ceases Continuous Service prior to the Vesting Date by reason of Disability, death or Retirement the following shall applyRetirement: (i) If such event occurs after the Employee ceases Continuous Service before the end of the Performance Period Cycle by reason of Disability, the number of Performance Units to which the Employee may be entitled under this Award Agreement, if any, will be determined on the Determination Date based on the Company’s performance through the last day of the Performance Cycle, but shall be prorated to reflect the portion of the Performance Cycle that the Employee worked prior to such Disability. Except as provided in Section 15 below, the Shares corresponding to such earned Performance Units shall be paid within sixty (60) days following the end of the Performance Cycle. a. Performance Units will be prorated by multiplying the Performance Units determined to be earned for the Performance Cycle by a fraction determined by: • Numerator = number of months during the Performance Cycle that the Employee maintained Continuous Service prior to such Disability, including the month in which the Continuous Service ceases, which shall be considered a full month. • Denominator = number of months in the Performance Cycle. (ii) If the Employee ceases Continuous Service before the end of the Restriction PeriodPerformance Cycle by reason of the Employee’s death, the restrictions Performance Cycle for purposes of this Award Agreement shall be treated as ending on the Stock Unit Awards shall be removed upon certification by the Committee date of the CompanyEmployee’s performance under the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at the end of the Restriction Period (i.e., as adjusted or forfeited based on the Performance Criteria); (ii) death. In the event of the GranteeEmployee’s Disability or Retirement before the Performance Period has endeddeath, the restrictions on number of Performance Units earned by the Stock Unit Awards Employee shall be removed upon (a) expiration equal the Target number of Performance Units, prorated to reflect the portion of the Performance PeriodCycle, and as set forth in Section 2, that the Employee worked prior to his/her death, using the fraction described in (bi)(a) certification by above. Except as provided in Section 15 below, the Committee Shares corresponding to such earned Performance Units shall be paid within thirty (30) days following the date of the CompanyEmployee’s performance under death. (iii) If the Total Shareholder Return and Return on Equity metrics applicable to this Grant, and the number of Stock Unit Awards the Grantee shall be entitled to, if any, shall equal (i) the number of Stock Unit Awards, if any, the Grantee would otherwise be entitled to had the individual been an active Participant at Employee ceases Continuous Service before the end of the Performance Period (i.e.Cycle by reason of Retirement, as adjusted or forfeited based on the Performance Criteria) multiplied by (ii) the portion of Performance Period based on calendar days of service the Grantee was an active Participant hereunder; (iii) In the event of the Grantee’s death before the Performance Period has ended, the restrictions on the Stock Unit Awards shall be removed upon the Grantee’s date of death, and the number of Stock Unit Awards Performance Units to which the Grantee shall Employee may be entitled tounder this Award Agreement, if any, will be determined in accordance with Section 4(C)(i) above; provided that if the Employee meets performance goals as shall equal be mutually agreed upon by the Compensation and Governance Committee of the Board of Directors for the Fiscal Year ending June 30, 2023, then effective July 1, 2023 and subject to the Employee remaining employed as CEO of Xxxxxxx through June 30, 2024, the number of Stock Unit Awards contingently granted hereunder without any further adjustment; and (iv) Notwithstanding Performance Units to which the terms Employee may be entitled under this Award Agreement, if any, will be determined on the Determination Date based on the Company’s performance through the last day of the Plan Performance Cycle. If the Employee does not meet such performance goals and any other provision continue as CEO through June 30, 2024, the number of this AgreementPerformance Units to which the Employee may be entitled upon Retirement, if any, will be determined in accordance with Section 4(C)(i) above. Except as provided in Section 15 below, the event of the Grantee's Disability or Retirement prior Shares corresponding to such earned Performance Units shall be paid within sixty (60) days following the end of the Performance PeriodCycle. a. For purposes of determining whether the Employee is eligible for classification of Retirement under this Section 4(C)(iii): • The Rule of 65 as defined in the Employee’s Employment Agreement with the Company dated as of October 24, the Committee may, but 2018 shall not be obligated to, permit the Grantee to receive the number of Stock Unit Awards, if any, that the Grantee would otherwise be entitled to had the Grantee been an active employee at the end of the Performance Period (as adjusted or forfeited based on the Performance Criteria) without any reduction for the time the Grantee was not an active employee during the Performance Periodused.