Common use of Disability, Death or Retirement Clause in Contracts

Disability, Death or Retirement. As permitted by Section 6(d)(ii) of the Plan, 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: (i) If the Employee ceases Continuous Service before the end of the Performance Cycle by reason of Disability or Retirement, 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 or Retirement. 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. To be considered a Retirement under this Award Agreement, the Employee must comply with the process for approval of Retirement established by the Company and must have incurred a Separation of Service, as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). “Separation from Service” shall mean a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and Treasury regulation section 1.409A-1(h) and shall mean with respect to an Employee, the complete termination of the employment relationship between the Employee and the Company and/or all affiliated employers within the meaning of Code Section 414(b) or (c), for any reason other than death.

Disability, Death or Retirement. As permitted by Section 6(d)(ii) of the Plan, 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: (i) If the Employee ceases Continuous Service before the end of the Performance Cycle by reason Vesting Date because of Disability or Retirement, the number of Performance Units Shares 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 for the last day of the Performance Cyclefiscal year ended June 30, 2020, but shall be prorated to reflect the portion of the Performance Cycle fiscal year that the Employee worked prior to such Disability or Retirement. Except as provided in Section 15 below10, the Shares corresponding to such earned Performance Units shall be paid within issued no later than sixty (60) days following the end of the Performance Cyclefiscal year. a. (a) To be considered a Retirement under this Award Agreement, the Employee must comply with the process for approval of Retirement established by the Company and must have incurred a Separation of Service, as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). “Separation from Service” shall mean a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and Treasury regulation section 1.409A-1(h) and shall mean with respect to an Employee, the complete termination of the employment relationship between the Employee and the Company and/or all affiliated employers within the meaning of Code Section 414(b) or (c), for any reason other than death.

Disability, Death or Retirement. As permitted by Section 6(d)(ii) of the Plan, 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: (i) If the Employee ceases Continuous Service before the end of the Performance Cycle by reason Vesting Date because of Disability or Retirement, the number of Performance Units Shares 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 for the last day of the Performance Cyclefiscal year ended June 30, 2019, but shall be prorated to reflect the portion of the Performance Cycle fiscal year that the Employee worked prior to such Disability or Retirement. Except as provided in Section 15 below10, the Shares corresponding to such earned Performance Units shall be paid within issued no later than sixty (60) days following the end of the Performance Cyclefiscal year. a. (a) To be considered a Retirement under this Award Agreement, the Employee must comply with the process for approval of Retirement established by the Company and must have incurred a Separation of Service, as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). “Separation from Service” shall mean a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and Treasury regulation section 1.409A-1(h) and shall mean with respect to an Employee, the complete termination of the employment relationship between the Employee and the Company and/or all affiliated employers within the meaning of Code Section 414(b) or (c), for any reason other than death.

Disability, Death or Retirement. As permitted by Section 6(d)(ii) of the Plan, 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: (i) If the Employee ceases Continuous Service before the end of the Performance Cycle Vesting Date by reason of Disability Disability, death or Retirement, a prorated portion of this Award will vest on the date such Continuous Service ceases, calculated by multiplying the total number of Performance Units to which Shares of Stock set forth in Section 1 by a fraction determined by: • Numerator = number of months between the Employee may be entitled under this Award Agreement, if any, will be determined on Date and the Determination Vesting 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 maintained Continuous Service prior to such Disability Disability, death or Retirement. Except as provided , including the month in Section 15 belowwhich the Continuous Service ceases, the Shares corresponding to such earned Performance Units which shall be paid within sixty (60) days following considered a full month. • Denominator = total number of months between the end of Award Date and the Performance CycleVesting Date. a. (ii) To be considered a Retirement under this Award Agreement, the Employee must comply with the process for approval of Retirement established by the Company and must have incurred a Separation of Service, as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). “Separation from Service” shall mean a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and Treasury regulation section 1.409A-1(h) and shall mean with respect to an Employee, the complete termination of the employment relationship between the Employee and the Company and/or all affiliated employers within the meaning of Code Section 414(b) or (c), for any reason other than death.