Common use of Effect of Termination of Participant’s Employment or Services Clause in Contracts

Effect of Termination of Participant’s Employment or Services. Subject to earlier termination pursuant to Section 5.1 above, if the Participant ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary is referred to as the Participant’s “Severance Date”): • other than as expressly provided below in this Section 5.2, (a) the SARs and related Stock Units, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (b) the SARs and related Stock Units, to the extent vested on the Severance Date, shall be payable in accordance with Section 4 as if the Severance Date were the Payment Date; • if the termination of the Participant’s employment or services is the result of the Participant’s death or Total Disability (as defined below), (a) the SARs and related Stock Units, to the extent not vested on the Severance Date, shall become fully vested as of the Severance Date, and (b) the SARs and related Stock Units shall be payable in accordance with Section 4 as if the Severance Date were the Payment Date; and • if the termination of the Participant’s employment or services is the result of the Participant’s Retirement (as defined below), (a) the SARs and related Stock Units, to the extent not previously terminated as of the Severance Date, shall continue to vest following the Severance Date in accordance with the vesting schedule set forth on the cover page of this Award Agreement, and (b) the SARs and related Stock Units shall be payable in accordance with Section 4 (with the Payment Date continuing to be the third anniversary of the Award Date).

Effect of Termination of Participant’s Employment or Services. Subject to earlier termination pursuant to Section 5.1 above, if If the Participant ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary that qualifies as a “separation from service” under Section 409A of the Code is referred to as the Participant’s “Severance Date”): • other than as expressly provided below in this Section 5.27.2, (a) the SARs and related Stock UnitsParticipant’s Performance Shares, to the extent not vested unvested on the Severance Date, shall terminate on as of the Severance Date, and (b) the SARs and related Stock Units, to the extent vested on the Severance Date, shall be payable in accordance with Section 4 as if the Severance Date were the Payment Date; • if the termination of the Participant’s employment or services is the result of the Participant’s death or Total Disability (as defined below), (a) the SARs and related Stock Units, Performance Period shall terminate immediately prior to the extent not vested on the Severance Date, ; (b) the Participant’s Performance Shares shall be subject to pro-rata vesting such that the number of Performance Shares subject to the Award that shall become fully vested as of the Severance Date shall equal (i) the number of Performance Shares subject to the Award that vest in accordance with Exhibit A based on the Corporation’s actual performance for the shortened Performance Period, multiplied by (ii) a fraction, the numerator of which shall be the number of days during the original Performance Period the Participant was employed by or rendered services to the Corporation, and the denominator of which shall be the number of days in the original Performance Period; (c) any Performance Shares subject to the Award that do not vest in accordance with the foregoing clause (b) shall terminate as of the Severance Date; and (d) any Performance Shares subject to the Award that vest in accordance with the foregoing clause (b) shall become payable on or as soon as administratively practicable following the Severance Date, and in no event later than the later of (bi) the SARs and related Stock Units shall be payable 15th day of the third month following the end of Participant’s taxable year in which the Severance Date occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which the Severance Date occurs, in accordance with the applicable provisions of Section 4 as if the Severance Date were the Payment Date6; and • if the termination of the Participant’s employment or services is the result of the Participant’s Retirement (as defined below), (a) the SARs and related Stock UnitsParticipant’s Performance Shares, to the extent not previously terminated as of the Severance Date, shall continue to be eligible to vest (in accordance with clause (b) immediately below) and become payable following the Severance Date in accordance with the vesting schedule set forth on the cover page of this Award Agreement, Sections 2 and 6; (b) the SARs and related Stock Units Participant’s Performance Shares shall be subject to pro-rata vesting such that the number of Performance Shares subject to the Award that shall become vested as of the conclusion of the Performance Period shall equal (i) the number of Performance Shares subject to the Award that would have vested as of the conclusion of the Performance Period in accordance with Exhibit A or if applicable, Section 7 (assuming no termination of employment had occurred), multiplied by (ii) a fraction, the numerator of which shall be the number of days during the Performance Period the Participant was employed by or rendered services to the Corporation, and the denominator of which shall be the number of days in the normal Performance Period (determined without regard to any reduction in the length of the Performance Period pursuant to Section 7); (c) any Performance Shares subject to the Award that do not vest in accordance with the foregoing clause (b) shall terminate as of the last day of the Performance Period; and (d) any Performance Shares subject to the Award that vest in accordance with the foregoing clause (b) shall become payable pursuant to this Section 7.2 after the earlier of, as soon as practicable, and in no event later than sixty (60) days following (A) the original payment date under Section 6 or (B) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 4 (409A of the Code); and • if the Participant is entitled to accelerated vesting of the Performance Shares in connection with the Payment Date continuing termination of the Participant’s employment pursuant to be a written employment, change in control or similar agreement with the Corporation, to the extent permitted by Section 409A of the Code, any Performance Shares becoming so vested shall become payable on or as soon as administratively practicable following the Severance Date, and in no event later than the later of (i) the 15th day of the third anniversary month following the end of Participant’s taxable year in which the Severance Date occurs or (ii) the 15th day of the Award Date)third month following the end of the Corporation’s taxable year in which the Severance Date occurs, in accordance with the applicable provisions of Section 6. If any unvested Performance Shares are terminated hereunder, such Performance Shares shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

Effect of Termination of Participant’s Employment or Services. Subject to earlier termination pursuant to Section 5.1 above, if If the Participant ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary is referred to as the Participant’s “Severance Date”): • other than as expressly provided below in this Section 5.27.2, (a) the SARs and related Stock UnitsParticipant’s Performance Shares, to the extent not vested unvested on the Severance Date, shall terminate on as of the Severance Date, and (b) the SARs and related Stock Units, to the extent vested on the Severance Date, shall be payable in accordance with Section 4 as if the Severance Date were the Payment Date; • if the termination of the Participant’s employment or services is the result of the Participant’s death or Total Disability (as defined below), (a) the SARs and related Stock Units, Performance Period shall terminate immediately prior to the extent not vested on the Severance Date, ; (b) the Participant’s Performance Shares shall be subject to pro-rata vesting such that the number of Performance Shares subject to the Award that shall become fully vested as of the Severance DateDate shall equal (i) the number of Performance Shares subject to the Award that vest in accordance with Exhibit A based on the Corporation’s actual performance for the shortened Performance Period, multiplied by (ii) a fraction, the numerator of which shall be the number of days during the original Performance Period the Participant was employed by or rendered services to the Corporation, and the denominator of which shall be the number of days in the original Performance Period; and (c) any Performance Shares subject to the Award that do not vest in accordance with the foregoing clause (b) the SARs and related Stock Units shall be payable in accordance with Section 4 terminate as if of the Severance Date were the Payment Date; and . • if the termination of the Participant’s employment or services is the result of the Participant’s Retirement (as defined below), (a) the SARs and related Stock UnitsParticipant’s Performance Shares, to the extent not previously terminated as of the Severance Date, shall continue to be eligible to vest following the Severance Date in accordance with the vesting schedule set forth on the cover page of this Award Agreement, and Section 2; (b) the SARs and related Stock Units Participant’s Performance Shares shall be payable subject to pro-rata vesting such that the number of Performance Shares subject to the Award that shall become vested as of the conclusion of the Performance Period shall equal (i) the number of Performance Shares subject to the Award that would have vested as of the conclusion of the Performance Period in accordance with Section 4 Exhibit A (assuming no termination of employment had occurred), multiplied by (ii) a fraction, the numerator of which shall be the number of days during the Performance Period the Participant was employed by or rendered services to the Corporation, and the denominator of which shall be the number of days in the Performance Period; and (c) any Performance Shares subject to the Award that do not vest in accordance with the Payment Date continuing to be the third anniversary foregoing clause (b) shall terminate as of the Award Date)last day of the Performance Period. If any unvested Performance Shares are terminated hereunder, such Performance Shares shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

Effect of Termination of Participant’s Employment or Services. Subject to earlier termination of the SARS subject to the Award and related Stock Units pursuant to Section 4 or 5.1 above, if the Participant ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary that qualifies as a “separation from service” under Section 409A of the Code is referred to as the Participant’s “Severance Date”): • other than as expressly provided below in this Section 5.2, (a) the SARs and related Stock Units, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (b) the SARs and related Stock Units, to the extent vested on the Severance Date, shall be payable in accordance with Section 4 as if the Severance Date were the Payment Date; • if the termination of the Participant’s employment or services is the result of the Participant’s death or Total Disability (as defined below), (a) the SARs and related Stock Units, to the extent not vested on the Severance Date, shall become fully vested as of the Severance Date, and (b) the SARs and related Stock Units shall be payable in accordance with Section 4 as if the Severance Date were the Payment Date; and • if the termination of the Participant’s employment or services is the result of the Participant’s Retirement (as defined below), (a) the SARs and related Stock Units, to the extent not previously terminated as of the Severance Date, shall continue to vest following the Severance Date in accordance with the vesting schedule set forth on the cover page of this Award Agreement, and (b) the SARs and related Stock Units shall be payable in accordance with Section 4 (with the Payment Date continuing to be the third anniversary of the Award Date) or, if earlier, on, or as soon as practicable, but in any event no later than sixty (60) days following the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code); and • if the Participant is entitled to accelerated vesting of the SARs and related Stock Units in connection with the termination of the Participant’s employment pursuant to a written employment, change in control or similar agreement with the Corporation, any SARs and related Stock Units becoming so vested shall be payable in accordance with Section 4 as if the Severance Date were the Payment Date.