Enhanced Retirement. If the Participant’s Employment is terminated due to Retirement and the requirements set forth under paragraph (1) or (2) below, as applicable, are satisfied, then in lieu of the rights and benefits set forth in Section 5(b)(iii), on the date the Committee determines that each Performance Goal has been met (as provided in Section 4), the Participant shall vest in the right to receive the total number of Vested Shares awarded to the Participant based upon the Committee’s determination of achievement of Performance Goals as provided in Section 4.
(1) This paragraph (1) applies if the Participant is not a Section 16 Officer at the time of Retirement, and the requirements of this paragraph are satisfied if:
(A) the sum of the Participants age and years of Employment is 65 or greater;
(B) the Participant’s Retirement occurs on or after the first anniversary of the beginning of the Performance Cycle;
(C) the Participant provides to the Company a transition plan; and
(D) the Participant provides the Company at least six months’ written notice of the Participant’s Retirement.
(2) This paragraph (2) applies if the Participant is a Section 16 Officer at the time of Retirement, and the requirements of this paragraph are satisfied if: (x) the Participant satisfies (A), (B), and (C) under paragraph (1) above; (y) the Participant provides reasonable advance written notice (as determined by the Committee) of the Participant’s Retirement to the Chief Human Resources officer; and (z) the Committee approves providing the benefits set forth in this Section 5(b)(iv) above. Any such approval must occur prior to the Participant’s Separation from Service and is at the sole discretion of the Committee.
Enhanced Retirement. In the event the Participant’s active employment or other active service-providing relationship with the Company or an Eligible Subsidiary terminates prior to the Certification Date as a result of Enhanced Retirement, then the Participant will become vested in a number of PSUs (and related Dividend Equivalent Rights) determined by multiplying (1) the amount of PSUs actually earned pursuant to the Vesting Conditions (which shall be determined following the completion of the Performance Period) by (2) the Retirement Proration Quotient assuming for purposes of such formula that the Termination Date occurred on the one year anniversary of the Participant’s actual Termination Date, provided that the Retirement Proration Quotient shall never be greater than 1.0. “Enhanced Retirement” shall mean the Participant’s voluntary termination of employment on or after attainment of age sixty (60) at a time when the sum of the Participant’s age plus years of service with the Company or an Eligible Subsidiary is greater than or equal to seventy (70).
Enhanced Retirement. In the event the Optionee’s active employment or other active service-providing relationship with the Company or Eligible Subsidiary terminates as a result of Enhanced Retirement, and the Date of Grant of this Option precedes the Optionee’s Enhanced Retirement date by at least six (6) months, then the Optionee shall become vested in a pro-rata portion of each Tranche that is unvested as of the Enhanced Retirement date. Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of Options in such Tranche by (2) the Retirement Proration Quotient assuming for purposes of such formula that the Optionee’s termination of employment occurred on the one year anniversary of the Optionee’s Enhanced Retirement date, provided that the Retirement Proration Quotient shall never be greater than 1.0. “Enhanced Retirement” shall mean the Optionee’s voluntary termination of employment on or after attainment of age sixty (60) at a time when the sum of the Optionee’s age plus years of service with the Company or an Eligible Subsidiary is greater than or equal to seventy (70).
Enhanced Retirement. If the Participant is otherwise entitled to a benefit pursuant to Section 4(b) hereof due to the Participant’s Retirement and all of the following requirements are satisfied, then in lieu of the benefits set forth in Section 4(b), the Participant shall vest in the right to receive the total number, if any, of unvested units of Common Stock subject to this Award Agreement based upon the Committee’s determination of the achievement of the Performance Goals as provided in Section 3:
(1) the Participant’s Termination Date occurs on or after the January 1 immediately following the Award Date;
(2) the Participant provides to the Company a transition plan;
(3) the Participant provides reasonable advance written notice (as determined by the Committee) of the Participant’s Retirement to the Chief Human Resources Officer; and
(4) the Committee approves providing the benefits set forth in this Section 4(c) above, whose approval must occur prior to the Participant’s Termination Date and is at the sole discretion of the Committee.
Enhanced Retirement. If the Participant’s Employment is terminated due to Retirement and all of the following requirements are satisfied, then in lieu of the rights and benefits set forth in Section 5(b)(iii), on the date the Committee determines that each Performance Goal has been met (as provided in Section 4), the Participant shall vest in the right to receive the total number of Vested Shares awarded to the Participant based upon the Committee’s determination of achievement of Performance Goals as provided in Section 4:
(1) the Participant’s Retirement occurs on or after the first anniversary of the beginning of the Performance Cycle;
(2) the Participant provides to the Company a transition plan;
(3) the Participant provides reasonable advance written notice (as determined by the Committee) of the Participant’s Retirement to the Chief Human Resources Officer; and
(4) the Committee approves providing the benefits set forth in this Section 5(b)(iv) above, whose approval must occur prior to the Participant’s Separation from Service and is at the sole discretion of the Committee.
Enhanced Retirement. Subject to approval for Section 16 Officers as set forth below, if the Participant’s Employment is terminated due to Retirement and all of the following requirements are satisfied, then in lieu of the rights and benefits set forth in Section 5(b)(iii), on the date the Committee determines that each Performance Goal has been met (as provided in Section 4), the Participant shall vest in the right to receive the total number of Vested Shares awarded to the Participant based upon the Committee’s determination of achievement of Performance Goals as provided in Section 4:
(1) the sum of the Participants age and years of Employment is 65 or greater;
(2) the Participant’s Retirement occurs on or after the first anniversary of the beginning of the Performance Cycle;
(3) the Participant provides the Company at least six months’ written notice of the Participant’s Retirement; and
(4) the Participant provides to the Company a transition plan. If the Participant is a Section 16 Officer and otherwise satisfies all of the requirements for benefits under this Section 5(b)(iv), the Committee may consider, and approve, providing the benefits set forth in this Section 5(b)(iv) above. Any such approval must occur prior to the Participant’s Separation from Service and is at the sole discretion of the Committee. To satisfy the notice requirement under (3) above, a Section 16 Officer must provide the written notice to the Chief Human Resources Officer.
Enhanced Retirement. If the Participant is otherwise entitled to a benefit pursuant to Section 4(b) hereof due to the Participant’s Retirement or pursuant to Section 4(c) hereof and all of the following requirements are satisfied, the Committee may consider, and approve, vesting the Participant upon termination of Employment in the right to receive the total number of unvested units of Common Stock subject to this Award Agreement in lieu of the benefits set forth in Section 4(b) or Section 4(c), as applicable:
(1) the Participant’s termination of Employment occurs on or after the January 1 immediately following the Award Date;
(2) the Participant provides at least six months’ written notice of the Participant’s termination of Employment to the Chief Human Resources Officer; and
(3) the Participant provides to the Company a transition plan. Any benefits under this Section 4(d) shall be subject to approval by the Committee. Any such approval must occur prior to the Participant’s termination of Employment and is at the sole discretion of the Committee.
Enhanced Retirement. Subject to approval for Section 16 Officers as set forth below, if the Participant is otherwise entitled to a benefit pursuant to Section 4(b) hereof due to the Participant’s Retirement and all of the following requirements are satisfied, then in lieu of the benefits set forth in Section 4(b), the Participant shall vest, upon Retirement, in the right to receive the total number of unvested units of Common Stock subject to this Award Agreement:
(1) the sum of the Participants age and years of Employment is 65 or greater;
(2) the Participant’s Termination Date occurs on or after the January 1 immediately following the Award Date;
(3) the Participant provides the Company at least six months’ written notice of the Participant’s Retirement; and
(4) the Participant provides to the Company a transition plan. If the Participant is a Section 16 Officer and otherwise satisfies all of the requirements for benefits under this Section 4(c), the Committee may consider, and approve, providing the benefits set forth in this Section 4(c) above. Any such approval must occur prior to the Participant’s Termination Date and is at the sole discretion of the Committee. To satisfy the notice requirement under (3) above, a Section 16 Officer must provide the written notice to the Chief Human Resources Officer.
Enhanced Retirement. If the Participant is otherwise entitled to a benefit pursuant to Section 5(b)(ii) or Section 5(b)(iv) hereof and all of the following requirements are satisfied, the Committee may consider, and approve, vesting the Participant, on the date the Committee determines that each Performance Goal has been met (as provided in Section 4), in the right to receive the total number of shares awarded to the Participant based upon the Committee’s determination of achievement of Performance Goals as provided in Section 4, in lieu of the rights and benefits set forth in Section 5(b)(ii) or Section 5(b)(iv), as applicable:
(1) the Participant’s termination of Employment occurs on or after the first anniversary of the beginning of the Performance Cycle;
(2) the Participant provides at least six months’ written notice of the Participant’s termination of Employment to the Chief Human Resources Officer; and
(3) the Participant provides to the Company a transition plan. Any benefits under this Section 5(b)(v) shall be subject to approval by the Committee. Any such approval must occur prior to the Participant’s termination of Employment and is at the sole discretion of the Committee.
Enhanced Retirement. In the event the Participant’s active employment or other active service-providing relationship with the Company or Eligible Subsidiary terminates as a result of Enhanced Retirement, then, unless contrary to applicable law, the Participant shall become vested in a pro-rata portion of each Tranche that is unvested as of the Enhanced Retirement date, but if any only if the Performance Objective (if any) is satisfied on or prior to such Time-Based Vesting Date. Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of RSUs in such Tranche by (2) the Retirement Proration Quotient assuming for purposes of such formula that the Participant’s termination of employment occurred on the one year anniversary of the Participant’s Enhanced Retirement date, provided that the Retirement Proration Quotient shall never be greater than 1.0. “Enhanced Retirement” shall mean the Participant’s voluntary termination of employment on or after attainment of age sixty (60) at a time when the sum of the Participant’s age plus years of service with the Company or an Eligible Subsidiary is greater than or equal to seventy (70).
