Common use of Eligibility for Payout Clause in Contracts

Eligibility for Payout. Payout of Restricted Units and DERs shall be made to each Participant: (1) who is employed by the Company on the earlier of the ninetieth (90th) day following the date of occurrence of such Change in Control or the day that is two and one-half (2-1/2) months following the end of the calendar year in which occurs the date of such Change in Control; or (2) whose employment relationship with the Company is terminated: (A) for Good Reason, or as a result of any Qualifying Termination prior to the the earlier of the ninetieth (90th) day following the date of occurrence of such Change in Control or the day that is two and one-half (2-1/2) months following the end of the calendar year in which occurs the date of such Change in Control; or (B) as a result of death, permanent disability or retirement (as each is determined by the Committee), that has occurred prior to the ninetieth (90th) day following the date of occurrence of such Change in Control or the day that is two and one-half (2-1/2) months following the end of the calendar year in which occurs the date of such Change in Control.

Eligibility for Payout. Payout of Restricted Units and DERs shall be made to each Participant: (1) who is employed by the Company on the earlier of the ninetieth (90th) day following the date of occurrence of such Change in Control or the day that is two and one-half (2-2- 1/2) months following the end of the calendar year in which occurs the date of such Change in Control; or (2) whose employment relationship with the Company is terminated: (A) for Good Reason, or as a result of any Qualifying Termination prior to the the earlier of the ninetieth (90th) day following the date of occurrence of such Change in Control or the day that is two and one-half (2-2- 1/2) months following the end of the calendar year in which occurs the date of such Change in Control; or (B) as a result of death, permanent disability or retirement (as each is determined by the Committee), that has occurred prior to the ninetieth (90th) day following the date of occurrence of such Change in Control or the day that is two and one-half (2-2- 1/2) months following the end of the calendar year in which occurs the date of such Change in Control.