Effect of Involuntary Termination without Cause. If the Participant's employment or service is involuntarily terminated prior to the PSU Vesting Date for reasons other than Cause, the Participant will become vested in a pro-rata portion of the Target PSUs based upon the Company's achievement of the Performance Metrics. For purposes of the foregoing, the pro-ration shall be determined based upon a fraction, the numerator of which will be the number of full calendar months from the Grant Date to the Participant's Termination Date, and the denominator shall equal the number of full calendar months in the Measurement Period. Each actual PSU that becomes vested as provided herein shall be settled in accordance with Section 2.06.
Effect of Involuntary Termination without Cause. Section 7(d) of the Agreement (regarding the effect of involuntary termination without cause) is amended by adding the following paragraph after the first paragraph thereof: Notwithstanding any provision of this Section 7(d) to the contrary, the following will govern the timing of amounts payable under this Section 7(d): (1) to the extent the Executive constitutes a Specified Employee at the time employment terminates (see Section 7(g)), the payments described in Section 7(d)(i) will, to the extent such amounts are subject to Code Section 409A, be delayed until the date that is the earlier of (i) six months after the Executive’s termination of employment, or (ii) the date of the Executive’s death, and upon reaching that date all amounts that would have been paid during the six-month delay period, plus interest thereon at the prime rate (as published in the Wall Street Journal) from the date the payment would have been made but for this paragraph to the date of payment, will be paid in a single lump sum and all remaining amounts will be paid in equal monthly payments for the remainder of the Termination Period; (2) to the extent the Executive is not a Specified Employee at the time employment terminates, the payments described in Section 7(d)(i) will be paid in equal monthly payments throughout the Termination Period; and (3) the STIP bonus payments described in Section 7(d)(ii) will be paid during the calendar year immediately following the calendar year to which the bonus amounts relate (e.g., the first bonus payment will be paid during the calendar year immediately following the calendar year in which employment terminates), but will in no event be paid later than March 15 of such calendar year or, if earlier, the date during such calendar year on which STIP awards are otherwise paid to active participants in the STIP.
