Common use of Employment Events Clause in Contracts

Employment Events. Subject to Appendix A, if Xxxxxxx’s employment with the Company terminates or is interrupted, or if Xxxxxxx’s status changes under the circumstances described below, Xxxxxxx’s rights with respect to the Award will be affected as provided in this Section 3. If Xxxxxxx’s employment with the Company is terminated prior to the end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Event Following commencement of Performance Period and prior to the end of the Performance Period Employment with the Employer terminates because of Disability (as defined in Section 14). The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 14). If the Grantee: • Incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited. • Incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment. After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. Employment with the Employer terminates because of death. The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid as soon as administratively practicable within 75 days after the Grantee’s death. Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14). Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels. Military leave or other leave to the extent required by applicable law Employment is deemed to continue during the Performance Period. After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36. After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.

Employment Events. (a) Subject to the attached Appendix A, if Xxxxxxxany of the employment events listed below occur prior to the end of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the nature of the Grantee’s employment with the Company terminates or is interruptedtermination of employment, or if Xxxxxxxother employment event, and the timing of the same. In the event of the Grantee’s status changes under the circumstances described below, Xxxxxxx’s rights with respect to the Award will be affected as provided in this Section 3. If Xxxxxxx’s termination of employment with the Company is terminated prior to the end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Event Following commencement of Performance Period and prior to the end of the Performance Period Employment with the Employer terminates because of Disability (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 14). If the Grantee: • Incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited. • Incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment. • After the Performance Criteria are certified, shares of Stock equal to the pro-rated prorated number of PSUs earned will be issued on the Payment Date. Employment with the Employer terminates because of death. • The Grantee’s estate shall be paid entitled to a cash amount equal prorated number of PSUs subject to the value of Award, and the performance criteria shall be deemed to have been met at Target Awardperformance levels. The value shall PSUs will be determined prorated based on the closing price number of complete calendar months of employment during the Stock on Performance Period through the date of the Grantee’s death and death. • The Grantee’s estate shall be paid as soon as administratively practicable issued shares of Stock equal to the prorated number of PSUs within 75 days after the Grantee’s death. Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • The Award shall immediately vest and the performance criteria shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels. Military leave or other leave to the extent required by applicable law Employment is deemed to continue during the Performance Period. After the Performance Criteria are certified, • The Grantee shall be issued shares of Stock equal to within 75 days after the number Grantee’s termination of PSUs earned will be issued on employment. Employment with the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (Employer involuntarily terminates, for reasons other than leaves described above) 1 If less than for Cause and does not meet the requirements of a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leaveChange in Control Termination (as defined in Section 14, the below). • The Grantee shall be entitled to retain a prorated number of PSUs subject to the AwardAward if such PSUs have been earned. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36Period through the date of termination of employment. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.

Employment Events. (a) Subject to the attached Appendix A, if Xxxxxxx’s any of the employment with the Company terminates or is interrupted, or if Xxxxxxx’s status changes under the circumstances described below, Xxxxxxx’s rights with respect to the Award will be affected as provided in this Section 3. If Xxxxxxx’s employment with the Company is terminated events listed below occur prior to the end Payment Date, the terms of this subparagraph shall apply. The following table describes the result depending on the nature of the Performance Period Grantee’s termination of employment, or other employment event, and the timing of the same. In the event of the Grantee’s termination of employment prior to the Payment Date for reasons other than those set forth below, the Award shall be forfeited. Event Following commencement of Performance Period and prior to the end of the Performance Period Payment Date Employment with the Employer Company or an Affiliated Company terminates because of Disability (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Employment with the Employer Company or an Affiliated Company terminates as a result of a Retirement in Good Standing (as defined in Section 14, below). • If the Grantee: • Incurs Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited. • Incurs If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment. • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. Employment with the Employer Company or an Affiliated Company terminates because of death. • The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid as soon as administratively practicable within 75 days after the Grantee’s death. Employment with the Employer Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels. Military US military leave or other leave to the extent required by applicable law Employment • For this purpose, employment is deemed to continue during the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Event Following commencement of Performance Period and prior to Payment Date Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the Committee shall have no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if Xxxxxxx’s any of the employment with the Company terminates or is interrupted, or if Xxxxxxx’s status changes under the circumstances described below, Xxxxxxx’s rights with respect to the Award will be affected as provided in this Section 3. If Xxxxxxx’s employment with the Company is terminated events listed below occur prior to the end Payment Date, the terms of this subparagraph shall apply. The following table describes the result depending Form approved August 2017 P13US-3 on the nature of the Performance Period Grantee’s termination of employment, or other employment event, and the timing of the same. In the event of the Grantee’s termination of employment prior to the Payment Date for reasons other than those set forth below, the Award shall be forfeited. Event Following commencement of Performance Period and prior to the end of the Performance Period Payment Date Employment with the Employer Company or an Affiliated Company terminates because of Disability (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Employment with the Employer Company or an Affiliated Company terminates as a result of a Retirement in Good Standing (as defined in Section 14, below). • If the Grantee: • Incurs less than a Retirement in Good Standing before the end of the first complete fiscal year of the Company has passed since the start of the Performance Period, the Award is forfeited. • Incurs If the Grantee incurs a Retirement in Good Standing on or after the a complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment. • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. Employment with the Employer Company or an Affiliated Company terminates because of death. • The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid as soon as administratively practicable within 75 days after the Grantee’s death. Employment with the Employer Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels. Military US military leave or other leave to the extent required by applicable law Employment • For this purpose, employment is deemed to continue during the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Committee identifies a valid business interest in doing otherwise, in which case Form approved August 2017 P13US-3 it may specify what provisions it deems appropriate at its sole discretion; provided that the Committee shall have no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if Xxxxxxxany of the employment events listed below occur prior to the end of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the nature of the Grantee’s employment with the Company terminates or is interruptedtermination of employment, or if Xxxxxxxother employment event, and the timing of the same. In the event of the Grantee’s status changes under the circumstances described below, Xxxxxxx’s rights with respect to the Award will be affected as provided in this Section 3. If Xxxxxxx’s termination of employment with the Company is terminated prior to the end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Event Following commencement of Performance Period and prior to the end of the Performance Period Employment with the Employer Company or an Affiliated Company terminates because of Disability (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Employment with the Employer Company or an Affiliated Company terminates as a result of a Retirement in Good Standing (as defined in Section 14, below). • If the Grantee: • Incurs Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited. • Incurs If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment. • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. Employment with the Employer Company or an Affiliated Company terminates because of death. • The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid as soon as administratively practicable within 75 days after the Grantee’s death. Employment with the Employer Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels. Military US military leave or other leave to the extent required by applicable law Employment • For this purpose, employment is deemed to continue during the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Event Following commencement of Performance Period and prior to the end of the Performance Period Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the Committee shall have no obligation to consider any such matters.

Employment Events. (a) Subject to the attached Appendix A, if Xxxxxxxany of the employment events listed below occur prior to the end of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the nature of the Grantee’s employment with the Company terminates or is interruptedtermination of employment, or if Xxxxxxxother employment event, and the timing of the same. In the event of the Grantee’s status changes under the circumstances described below, Xxxxxxx’s rights with respect to the Award will be affected as provided in this Section 3. If Xxxxxxx’s termination of employment with the Company is terminated prior to the end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Event Following commencement of Performance Period and prior to the end of the Performance Period Employment with the Employer terminates because of Disability (as defined in Section 1415, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Employment with the Employer terminates as a result of a Retirement in Good Standing (as defined in Section 1415, below). • If the Grantee: • Incurs Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited. • Incurs If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment. • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. Employment with the Employer terminates because of death. • The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid as soon as administratively practicable within 75 days after the Grantee’s death. Employment with the Employer involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 1415, below). • Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels. Military leave or other leave to the extent required by applicable law Employment • For this purpose, employment is deemed to continue during the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date.

Employment Events. (a) Subject to the attached Appendix A, if Xxxxxxxany of the employment events listed below occur prior to the end of the Performance Period, the terms of this subparagraph shall apply. The following table describes the result depending on the nature of the Grantee’s employment with the Company terminates or is interruptedtermination of employment, or if Xxxxxxxother employment event, and the timing of the same. In the event of the Grantee’s status changes under the circumstances described below, Xxxxxxx’s rights with respect to the Award will be affected as provided in this Section 3. If Xxxxxxx’s termination of employment with the Company is terminated prior to the end of the Performance Period for reasons other than those set forth below, the Award shall be forfeited. Event Following commencement of Performance Period and prior to the end of the Performance Period Employment with the Employer Company or an Affiliated Company terminates because of Disability (as defined in Section 14, below). • The Grantee shall be entitled to earn a number of PSUs subject to the Award as if active employment continued for the entire Performance Period, taking into account the actual performance of the Company for the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Employment with the Employer Company or an Affiliated Company terminates as a result of a Retirement in Good Standing (as defined in Section 14, below). • If the Grantee: • Incurs Grantee incurs a Retirement in Good Standing before the end of the first fiscal year of the Company since the start of the Performance Period, the Award is forfeited. • Incurs If the Grantee incurs a Retirement in Good Standing on or after the complete fiscal year of the Company from start of the Performance Period, such recipient shall be entitled to retain a prorated number of PSUs subject to the Award if such PSUs have been earned. The PSUs will be prorated based on the number of complete calendar months of employment during the Performance Period through the date of termination of employment. • After the Performance Criteria are certified, shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. Employment with the Employer Company or an Affiliated Company terminates because of death. The Grantee’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Stock on the date of the Grantee’s death and shall be paid as soon as administratively practicable within 75 days after the Grantee’s death. Employment with the Employer Company or an Affiliated Company involuntarily terminates, for reasons other than for Cause and meets the requirements of a Change in Control Termination (as defined in Section 14, below). Award shall be treated as described in Section 4.2(h)(ii) of the Plan, with immediate vesting and performance-criteria deemed to have been met at Target performance levels. Military US military leave or other leave to the extent required by applicable law Employment • For this purpose, employment is deemed to continue during the Performance Period. • After the Performance Criteria are certified, shares of Stock equal to the number of PSUs earned will be issued on the Payment Date. Unpaid leave of absence pursuant to published Company policy of 12 months or less (other than leaves described above) 1 • If less than a complete fiscal year of the Company has passed since the start of the Performance Period before the commencement of such an unpaid leave, the Grantee shall be entitled to retain a prorated number of PSUs subject to the Award. The PSUs earned with respect to such a Grantee will be prorated based on the number of complete calendar months of active employment during the Performance Period, divided by 36. • After the Performance Criteria are certified, the shares of Stock equal to the pro-rated number of PSUs earned will be issued on the Payment Date. 1 In the case of other leaves of absence not specified above, including any leaves that extend beyond 12 months, the Grantee will be deemed to have terminated employment on the date that the leave commences (so that the Award will be forfeited as of such date), unless the Committee identifies a valid business interest in doing otherwise, in which case it may specify what provisions it deems appropriate at its sole discretion; provided that the Committee shall have no obligation to consider any such matters.