Common use of Disability, Special Retirement or Transfer to an Ineligible Position Clause in Contracts

Disability, Special Retirement or Transfer to an Ineligible Position. (i) If Recipient ceases to be employed by the Company or an Affiliate as a result of Recipient’s Permanent Disability or Special Retirement and is not in an Ineligible Position at the time of such event, Recipient shall remain eligible to receive, on (or as promptly as administratively practicable following) the Determination Date, a prorated portion of the Shares that would otherwise be issuable to Recipient under the Performance Share Award in the absence of such employment termination based on the actual achievement of the Performance Goals for each fiscal year during the Performance Period in which Recipient remains so employed; provided that the prorated amount for the year in which such termination of employment occurs shall be determined based on the ratio of (x) the number of days elapsed from the beginning of the fiscal year to the employment termination date over (y) the number of days in the fiscal year (and not reflecting any shortening of the Performance Period as a result of a Fundamental Transaction as described below).

Disability, Special Retirement or Transfer to an Ineligible Position. (i) If Recipient ceases to be employed by the Company or an Affiliate after the completion of the first fiscal year of the Performance Period as a result of Recipient’s Permanent Disability or Special Retirement and is not in an Ineligible Position at the time of such event, Recipient shall will remain eligible to receive, on (or as promptly as administratively practicable following) the Determination Date, receive a prorated portion of the Shares that would otherwise be issuable to Recipient under upon settlement of the Performance Share Award PSUs in the absence of such employment termination based on the actual achievement of the Performance Goals for each fiscal year during the Performance Period in which Recipient remains so employed; provided that the prorated amount for the year in which such termination of employment occurs shall will be determined based on the ratio of (x) the number of days elapsed from the beginning of the fiscal year to the employment termination date over (y) the number of days in the fiscal year (and not reflecting any shortening of the Performance Period as a result of a Fundamental Transaction Change in Control as described below). Any payment or settlement of Shares pursuant to this Paragraph will be made at the same time that it otherwise would have been made had Recipient continued to be employed through the end of the Performance Period.