Common use of Effect on PSs Clause in Contracts

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 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)retirement, and the PSs have not vested in accordance with Paragraph 2, the PSs shall be cancelled on the date Much of such voluntary termination of employment. (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason (A) due including Disability), other than death or for Cause, or voluntarily ceases to termination without Cause by be an Employee of the Company or any of its subsidiaries, (B) subsidiary or affiliate due to a termination due to Employee’s Disability or (C) due to a resignation with Good Reasonreduction 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 activity, in a form acceptable to the Company. Such , shares will vest on a pro-rata basis for annual and three-year cumulative 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 Any 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 DateVesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator will be 36, and subtract from the sum the number of shares previously earned for annual performance pursuant to this grant. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary. (iii) ceases to be an Employee of the Company or any subsidiary or affiliate due to Employee’s by reason of death, 100% o of the PSs pursuant to this grant will shall 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 7 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 deathEmployee. (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, contingent upon Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-rata basis for annual and three-year cumulative performance, if achieved in accordance with Paragraph 2, based on the Employee’s actual months of service. For the year in which retirement 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 and the denominator will be 12. Any shares earned for annual performance pursuant to this grant for years prior to retirement and shares earned on a pro-rata basis for annual performance as described herein will be paid out as soon as practicable following the Vesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator will be 36, and subtract from the sum the number of shares previously earned for annual performance pursuant to this grant. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) 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 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)retirement, and the PSs have not vested in accordance with Paragraph 2, the PSs shall be cancelled on the date Much of such voluntary termination of employment. (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason (A) due including Disability), other than death or for Cause, or voluntarily ceases to termination without Cause by be an Employee of the Company or any of its subsidiaries, (B) subsidiary or affiliate due to a termination due to Employee’s Disability or (C) due to a resignation with Good Reasonreduction in workforce, shares will vest on a pro rata basis 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 activity, in a form acceptable to the Company. Such shares will vest on a pro-rata basis for annual and three-year cumulative 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 Any 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 DateVesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator will be 36, and subtract from the sum the number of shares previously earned for annual performance pursuant to this grant. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary. (iii) ceases to be an Employee of the Company or any subsidiary or affiliate due to Employee’s by reason of death, 100% o of the PSs pursuant to this grant will shall 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 7 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 deathEmployee. (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, 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 and three-year cumulative performance, if achieved in accordance with Paragraph 2, based on the Employee’s actual months of service. For the year in which retirement 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. Any shares earned for annual performance pursuant to this grant for years prior to retirement and shares earned on a pro-rata basis for annual performance as described herein will be paid out as soon as practicable following the Vesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator will be 36, and subtract from the sum the number of shares previously earned for annual performance pursuant to this grant. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) 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 employee of the Company or any subsidiary or affiliate Employer for any reason (other than for “Termination For Good Reason” as defined Reason following a Change in the Senior Executive AgreementControl, dated as of September 27, 2009 between Employee and the Company), and the PSs that have not vested in accordance with Paragraph 2, the PSs Section 3 shall be cancelled canceled and forfeited on the date Much of such voluntary termination of employment.; (ii) involuntarily ceases to be an Employee employee of the Company Employer on or after the nine-month anniversary of the grant date of PSs and prior to a Change in Control for any subsidiary or affiliate (A) reason other than due to termination without Cause by the Company death, Disability or any of its subsidiaries, (B) due to a termination due to Employee’s Disability or (C) due to a resignation for Cause, the number of PSs covered by this Agreement, and any dividend equivalents with Good Reasonrespect thereto, shares will vest shall be prorated based on a pro rata basis fraction, the numerator of which mayis 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, be contingent upon the Employee executing a general release, and release (which may include an agreement with respect to engagement in detrimental activity 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 such release becoming effective and irrevocable within the denominator will be 12. An shares earned for annual performance pursuant to this grant for years prior to 60-day period following 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.termination; (iii) involuntarily ceases to be an Employee employee of the Company or Employer following a Change in Control for any subsidiary or affiliate reason other than due to Employee’s death, 100% o Disability or termination for Cause, then the PSs (the Performance Goals for which shall have been deemed achieved at target level, pursuant to this grant will Section 3), and any dividend equivalents with respect thereto, shall immediately vest in full (without proration based on the date portion of death as if target the three-year performance level had been achieved period elapsed prior to such termination) and the certificates for shares shall be delivered paid in cash in accordance with Paragraph 5 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 release (which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the personal representatives, heirs or legatees of Company) and such release becoming effective and irrevocable within the deceased Employee as soon as practicable but in no event later than 30 days 60-day period following such death.termination; (iv) involuntarily ceases to be an Employee employee of the Company Employer by reason of death or Disability, (1) the vesting of the PSs shall remain subject to the achievement of the Performance Goals in accordance with Section 3, if such termination of employment occurs prior to a Change in Control and shall be settled on the Vesting Date in accordance with Section 2, and (2) if such termination of employment occurs following a Change in Control, then the PSs (the Performance Goals for which shall have been deemed achieved at target level, pursuant to Section 3), and any subsidiary dividend equivalents with respect thereto, shall immediately vest and shall be paid in cash in accordance with Section 22(f) of the Plan at the earliest time set forth in Section 22(c) of the Plan that will not trigger a tax or affiliate penalty under Section 409A of the Code, as determined by the Committee, in either case without proration based on the portion of the three-year performance period elapsed prior to such termination; (v) involuntarily ceases to be an employee of the Employer (A) due to a termination for CauseCause or (B) prior to the nine-month anniversary of the grant date of the PSs and prior to a Change in Control for any reason other than due to death or Disability, the PSs shall be cancelled and forfeited on the date of such termination of employment; and (vi) voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, 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 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 provided under determined by the PlanCommittee, without proration based on the portion of the three-year performance period elapsed prior to such termination. 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 the 60-day period following such termination.

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)retirement, and the PSs have not vested in accordance with Paragraph 2, the PSs shall be cancelled on the date Much of such voluntary termination of employment. (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason (A) due including Disability), other than death or for Cause, or voluntarily ceases to termination without Cause by be an Employee of the Company or any of its subsidiaries, (B) subsidiary or affiliate due to a termination due to Employee’s Disability or (C) due to a resignation with Good Reasonreduction 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 activity, in a form acceptable to the Company. Such , shares will vest on a pro-rata basis for annual and three-year cumulative 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 Any 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 DateVesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator will be 36, and subtract from the sum the number of shares previously earned for annual performance pursuant to this grant. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary. (iii) ceases to be an Employee of the Company or any subsidiary or affiliate due to Employee’s by reason of death, 100% o of the PSs pursuant to this grant will shall 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 7 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 deathEmployee. (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, contingent upon Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-rata basis for annual and three-year cumulative performance, if achieved in accordance with Paragraph 2, based on the Employee’s actual months of service. For the year in which retirement 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 and the denominator will be 12. Any shares earned for annual performance pursuant to this grant for years prior to retirement and shares earned on a pro-rata basis for annual performance as described herein will be paid out as soon as practicable following the Vesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator will be 36, and subtract from the sum the number of shares previously earned for annual performance pursuant to this grant. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) 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 Plancancelled.

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)retirement, and the PSs have not vested in accordance with Paragraph 2, the PSs shall be cancelled on the date Much of such voluntary termination of employment. (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason (A) due to termination without Cause by the Company including Disability), other than death or any of its subsidiariesfor Cause, (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 activity, in a form acceptable to the Company. Such , shares will vest on a pro-rata basis for annual and three-year cumulative 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 Any 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 DateVesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator will be 36, and subtract from the sum the number of shares previously earned for annual performance pursuant to this grant. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary. (iii) ceases to be an Employee employee of the Company or any subsidiary or affiliate due to Employee’s by reason of death, 100% o of the PSs pursuant to this grant will shall 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 7 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 deathEmployee. (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement, contingent upon Employee executing a general release, which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company, shares will vest on a pro-rata basis for annual and three-year cumulative performance, if achieved in accordance with Paragraph 2, based on the Employee’s actual months of service. For the year in which retirement 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 and the denominator will be 12. Any shares earned for annual performance pursuant to this grant for years prior to retirement and shares earned on a pro-rata basis for annual performance as described herein will be paid out as soon as practicable following the Vesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator will be 36, and subtract from the sum the number of shares previously earned for annual performance pursuant to this grant. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) 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 Plancancelled.

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)retirement, and the PSs have not vested in accordance with Paragraph 2, the PSs shall be cancelled on the date Much of such voluntary termination of employment. (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason (Aincluding Disability as provided pursuant to Paragraph 8(b) due below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to termination without Cause by be an Employee of the Company or any of its subsidiaries, (B) subsidiary or affiliate due to a termination due to Employee’s Disability or (C) due to a resignation with Good Reasonreduction in workforce, shares will vest on a pro rata basis 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 activity, in a form acceptable to the Company. Such shares will vest on a pro-pro rata basis for annual and three-year cumulative performance if achieved in accordance with Paragraph 2, based on the Employee’s '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 Any 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-pro rata basis for annual performance as described herein will be paid out as soon as practicable following the Certification DateVesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator of which will be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary. (iii) ceases to be an Employee of the Company or any subsidiary or affiliate due to Employee’s by reason of death, 100% o of the PSs pursuant to this grant will shall 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 7 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 deathEmployee. (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement (for purposes of this Agreement, “retirement” shall mean termination of employment at or above age 55 with 10 years of service with the Company or any subsidiary or affiliate of the Company), 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 and three-year cumulative performance, if achieved in accordance with Paragraph 2, based on the Employee's actual months of service. For the year in which retirement 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. Any shares earned for annual performance pursuant to this grant for years prior to retirement and shares earned on a pro rata basis for annual performance as described herein will be paid out as soon as practicable following the Vesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full ser-vice during the three years and the denominator of which will be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) 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 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)retirement, and the PSs have not vested in accordance with Paragraph 2, the PSs shall be cancelled on the date Much of such voluntary termination of employment. (ii) involuntarily ceases to be an Employee of the Company or any subsidiary or affiliate for any reason (Aincluding Disability as provided pursuant to Paragraph 8(b) due below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to termination without Cause by be an Employee of the Company or any of its subsidiaries, (B) subsidiary or affiliate due to a termination due to Employee’s Disability or (C) due to a resignation with Good Reasonreduction in workforce, shares will vest on a pro rata basis 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 activity, in a form acceptable to the Company. Such shares will vest on a pro-rata basis for annual and three-year cumulative 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 Any 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 DateVesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator of which will be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary. (iii) ceases to be an Employee of the Company or any subsidiary or affiliate due to Employee’s by reason of death, 100% o of the PSs pursuant to this grant will shall 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 7 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 deathEmployee. (iv) ceases to be an Employee of the Company or any subsidiary or affiliate by reason of retirement (under a retirement policy of the Company, its subsidiary or affiliate, as applicable), 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 and three-year cumulative performance, if achieved in accordance with Paragraph 2, based on the Employee’s actual months of service. For the year in which retirement 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. Any shares earned for annual performance pursuant to this grant for years prior to retirement and shares earned on a pro-rata basis for annual performance as described herein will be paid out as soon as practicable following the Vesting Date noted in the Award Summary. For three-year cumulative performance, 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 months of full service during the three years and the denominator of which will be 36. Payout shall occur as soon as practicable following the Vesting Date noted in the Award Summary; and (v) 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.