Effect on PSs. In the event the Employee:
(i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason (other than for “Good Reason” as defined in the Senior Executive Agreement, dated as of September 27, 2009 between Employee and the Company), and the PSs have not vested in accordance with Paragraph 2, the PSs shall be cancelled on the date Much voluntary termination of employment.
(ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate (A) due to termination without Cause by the Company or any of its subsidiaries, (B) due to a termination due to Employee’s Disability or (C) due to a resignation with Good Reason, shares will vest on a pro rata basis which may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity in a form acceptable to the Company. Such shares will vest on a pro-rata basis for annual performance if achieved in accordance with Paragraph 2, based on the Employee’s actual months of service. For the year in which termination occurs, shares earned for that year will be calculated as follows: multiply the total award earned for that year by a fraction, the numerator of which will be the number of months of full service for that year (earning period) and the denominator will be 12. An shares earned for annual performance pursuant to this grant for years prior to such involuntary termination of Any employment and shares earned on a pro-rata basis for annual performance as described herein will be paid out as soon as practicable following the Certification Date.
(iii) ceases to be an Employee of the Company or any subsidiary or affiliate due to Employee’s death, 100% o the PSs pursuant to this grant will vest in full on the date of death as if target performance level had been achieved and the certificates for shares shall be delivered in accordance with Paragraph 5 to the personal representatives, heirs or legatees of the deceased Employee as soon as practicable but in no event later than 30 days following such death.
(iv) ceases to be an Employee of the Company or any subsidiary or affiliate due to a termination for Cause, the PSs shall be cancelled as provided under the Plan.
Effect on PSs. In the event the Employee (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than retirement, and the PSs have not vested in accordance with Paragraph 2, the PSs shall be cancelled on the date of such voluntary termination of employment; (ii) involuntarily ceases to be an Employee of the Employer for any reason (including Disability as provided pursuant to Paragraph 8(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Employer due to a reduction in workforce, shares will vest on a pro rata basis, which may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company. Such shares will vest on a pro-rata basis for three-year cumulative performance if achieved in accordance with Paragraph 2, based on the Employee’s actual months of service, and vesting will be calculated as follows: multiply the total three-year cumulative award earned by a fraction, the numerator of which will be the number of full months of service during the three years and the denominator of which will be 36. Payout shall occur as soon as practicable following the Vesting Date; (iii) ceases to be an Employee of the Employer by reason of death, 100% of the PSs pursuant to this grant shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 7 to the personal representatives, heirs or legatees of the deceased Employee; (iv) ceases to be an Employee of the Employer by reason of retirement (i.e., for purposes of this Agreement only, “retirement” for U.S. employees shall mean termination of employment at or above age 55 with 10 years of service or age 60 with 5 years of service with the Employer), shares will vest on a pro rata basis, which may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company. Such shares will vest on a pro-rata basis for three-year cumulative performance, if achieved in accordance with Paragraph 2, based on the Employee’s actual months of service, and vesting will b 2 e calculate...
Effect on PSs. In the event the Employee
(i) voluntarily ceases to be an employee of the Employer for any reason other than (A) retirement or (B) following a Change in Control, Termination For Good Reason, the PSs that have not vested in accordance with Section 3 shall be canceled and forfeited on the date of such voluntary termination of employment;
(ii) involuntarily ceases to be an employee of the Employer prior to a Change in Control for any reason other than due to death, Disability or termination for Cause, the number of PSs covered by this Agreement, and any dividend equivalents with respect thereto, shall be prorated based on a fraction, the numerator of which is the number of full months elapsed during the three-year performance period prior to such termination of employment and the denominator of which is 36, and any remaining PSs shall be forfeited. The vesting of such prorated number of PSs, and any dividend equivalents with respect thereto, shall remain subject to the achievement of the Performance Goals in accordance with Section 3 and shall be settled within 60 days following the Vesting Date in accordance with Section 2. Such vesting shall be contingent, at the discretion of the Company, upon the Employee executing a general release (which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within such 60-day period; provided that, to the extent such 60-day period straddles two calendar years, then such prorated number of PSs, and any dividend equivalents with respect thereto, shall settled in the second calendar year;
(iii) involuntarily ceases to be an employee of the Employer following a Change in Control for any reason other than due to death, Disability or termination for Cause, then the PSs (the Performance Goals for which shall have been deemed achieved at target level, pursuant to Section 3), and any dividend equivalents with respect thereto, shall immediately vest (without proration based on the portion of the three-year performance period elapsed prior to such termination) and shall be paid in cash in accordance with Section 22(f) of the Plan within 60 days following the earliest time set forth in Section 22(c) of the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretion of the Company, upon the Employee executing a general relea...
