Common use of Enhanced Retirement Clause in Contracts

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. 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 RetirementOfficer, 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 RetirementOfficer, 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 officerOfficer; and (z) the Committee approves providing the benefits set forth in this Section 5(b)(iv) above. Any such , whose approval must occur prior to the Participant’s Separation from Service and is at the sole discretion of the Committee.

Enhanced Retirement. If the Participant is otherwise entitled to a benefit pursuant to Section 4(b) hereof due to 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 44(b), the Participant shall vest in the right to receive the total number number, if any, of Vested Shares awarded unvested units of Common Stock subject to the Participant this Award Agreement based upon the Committee’s determination of the achievement of the Performance Goals as provided in Section 43. (1) This paragraph (1) applies if the Participant is not a Section 16 Officer at the time of RetirementOfficer, and the requirements of this paragraph are satisfied if: (Ai) the sum of the Participants age and years of Employment is 65 or greater; (Bii) the Participant’s Retirement Termination Date occurs on or after the first anniversary of January 1 immediately following the beginning of the Performance CycleAward Date; (Ciii) the Participant provides to the Company a transition plan; and (Div) 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 RetirementOfficer, and the requirements of this paragraph are satisfied if: (x) the Participant satisfies (Ai), (Bii), and (Ciii) 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 officerOfficer; and (z) the Committee approves providing the benefits set forth in this Section 5(b)(iv4(c) above. Any such , whose approval must occur prior to the Participant’s Separation from Service Termination Date and is at the sole discretion of the Committee.

Enhanced Retirement. If the Participant is otherwise entitled to a benefit pursuant to Section 4(b) hereof due to 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 44(b), the Participant shall vest vest, upon Retirement, in the right to receive the total number of Vested Shares awarded unvested units of Common Stock subject to the Participant based upon the Committee’s determination of achievement of Performance Goals as provided in Section 4this Award Agreement. (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: (Ai) the sum of the Participants age and years of Employment is 65 or greater; (Bii) the Participant’s Retirement Termination Date occurs on or after the first anniversary of January 1 immediately following the beginning of the Performance CycleAward Date; (Ciii) the Participant provides to the Company a transition plan; and (Div) 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 (Ai), (Bii), and (Ciii) 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)(iv4(c) above. Any such approval must occur prior to the Participant’s Separation from Service Termination Date and is at the sole discretion of the Committee.

Enhanced Retirement. If the Participant is otherwise entitled to a benefit pursuant to Section 4(b) hereof due to 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 44(b), the Participant shall vest vest, upon Retirement, in the right to receive the total number of Vested Shares awarded unvested units of Common Stock subject to the Participant based upon the Committee’s determination of achievement of Performance Goals as provided in Section 4this Award Agreement. (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: (Ai) the sum of the Participants age and years of Employment is 65 or greater; (Bii) the Participant’s Retirement Termination Date occurs on or after the first anniversary of January 1 immediately following the beginning of the Performance CycleAward Date; (Ciii) the Participant provides to the Company a transition plan; and (Div) the Participant provides the Company at least six months’ written notice of the Participant’s Retirement. (21) 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 (Ai), (Bii), and (Ciii) 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)(iv4(c) above. Any such approval must occur prior to the Participant’s Separation from Service Termination Date and is at the sole discretion of the Committee.

Enhanced Retirement. If the Participant is otherwise entitled to a benefit pursuant to Section 4(b) hereof due to 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 44(b), the Participant shall vest in the right to receive the total number number, if any, of Vested Shares awarded unvested units of Common Stock subject to the Participant this Award Agreement based upon the Committee’s determination of the achievement of the Performance Goals as provided in Section 43. (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: (Ai) the sum of the Participants age and years of Employment is 65 or greater; (Bii) the Participant’s Retirement Termination Date occurs on or after the first anniversary of January 1 immediately following the beginning of the Performance CycleAward Date; (Ciii) the Participant provides to the Company a transition plan; and (Div) 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 (Ai), (Bii), and (Ciii) 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)(iv4(c) above. Any such approval must occur prior to the Participant’s Separation from Service Termination Date and is at the sole discretion of the Committee.

Enhanced Retirement. If the Participant is otherwise entitled to a benefit pursuant to Section 4(b) hereof due to 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 44(b), the Participant shall vest in the right to receive the total number number, if any, of Vested Shares awarded unvested units of Common Stock subject to the Participant this Award Agreement based upon the Committee’s determination of the achievement of the Performance Goals as provided in Section 43. (1) This paragraph (1) applies if the Participant is not a Section 16 Officer at the time of RetirementOfficer, and the requirements of this paragraph are satisfied if: (Ai) the sum of the Participants age and years of Employment is 65 or greater; (Bii) the Participant’s Retirement Termination Date occurs on or after the first anniversary of January 1 immediately following the beginning of the Performance CycleAward Date; (Ciii) the Participant provides to the Company a transition plan; and (Div) the Participant provides the Company at least six months’ written notice of the Participant’s Retirement. (21) This paragraph (2) applies if the Participant is a Section 16 Officer at the time of RetirementOfficer, and the requirements of this paragraph are satisfied if: (x) the Participant satisfies (Ai), (Bii), and (Ciii) 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 officerOfficer; and (z) the Committee approves providing the benefits set forth in this Section 5(b)(iv4(c) above. Any such , whose approval must occur prior to the Participant’s Separation from Service Termination Date and is at the sole discretion of the Committee.