Common use of Involuntary Termination and Certain Voluntary Terminations Clause in Contracts

Involuntary Termination and Certain Voluntary Terminations. The Participant shall become vested in a prorated number of RSUs in the following circumstances: (1) the Participant’s employment with the Company or any Affiliate or Subsidiary terminates as a result of Retirement within six months after the Date of Grant, (2) the Participant voluntarily terminates his employment with the Company, Affiliates and Subsidiaries on or after age 55 and the termination does not constitute a Retirement, or (3) the Participant is involuntarily terminated by the Company or any Affiliate or Subsidiary without Cause (whether or not the Participant is eligible for Retirement, regardless of his age at termination and other than due to Disability or death). For purposes of the preceding, the prorated portion of the RSUs that is vested as of the Participant’s retirement date or date of termination, as applicable, including the portion of the RSUs then already vested, shall be the total number of granted and credited RSUs multiplied by a fraction, the numerator of which shall be the number of full months elapsed from the Date of Grant through the Participant’s retirement date or last day worked (in the case of termination) and the denominator of which shall be 48.

Involuntary Termination and Certain Voluntary Terminations. The Participant shall become vested in a prorated number of RSUs in the following circumstances: (1) the Participant’s employment with the Company or any Affiliate or Subsidiary terminates as a result of Retirement within six months after the Date of Grant, (2) the Participant voluntarily terminates his employment with the Company, Affiliates and Subsidiaries on or after age 55 and the termination does not constitute a Retirement, or (3) the Participant is involuntarily terminated by the Company or any Affiliate or Subsidiary without Cause (whether or not the Participant is eligible for Retirement, regardless of his age at termination and other than due to Disability or death). For purposes of the preceding, the prorated portion of the RSUs that is vested as of the Participant’s retirement date or date of termination, as applicable, including the portion of the RSUs then already vested, shall be equal to (A) the total number of granted and credited RSUs plus any dividend equivalents multiplied by (B) a fraction, the numerator of which shall be the number of full calendar months elapsed from the Date of Grant through the Participant’s retirement date or last day worked (in the case of termination) and the denominator of which shall be 4848 (the number of calendar months in the Vesting Period, treating the calendar month following the Date of Grant as the first calendar month).

Involuntary Termination and Certain Voluntary Terminations. The Participant shall become vested in a prorated number of RSUs in the following circumstances: (1) the Participant’s employment with the Company or any Affiliate or Subsidiary terminates as a result of Retirement within six months after the Date of Grant, (2) the Participant voluntarily terminates his employment with the Company, Affiliates and Subsidiaries on or after age 55 and the termination does not constitute a Retirement, or (3) the Participant is involuntarily terminated by the Company or any Affiliate or Subsidiary without Cause (whether or not the Participant is eligible for Retirement, regardless of his age at termination and other than due to Disability or death). For purposes of the preceding, the prorated portion of the RSUs that is vested as of the Participant’s retirement date or date of termination, as applicable, including the portion of the RSUs then already vested, shall be the total number of granted and credited RSUs multiplied by a fraction, the numerator of which shall be the number of full calendar months elapsed from the Date of Grant through the Participant’s retirement date or last day worked (in the case of termination) and the denominator of which shall be 4848 (the number of calendar months in the Vesting Period, treating the calendar month following the Date of Grant as the first calendar month).

Involuntary Termination and Certain Voluntary Terminations. The Participant shall become vested in a prorated number of RSUs in the following circumstances: (1) the Participant’s employment with the Company or any Affiliate or Subsidiary terminates as a result of Retirement within six months after the Date of Grant, (2) the Participant voluntarily terminates his employment with the Company, Affiliates and Subsidiaries on or after age 55 and the termination does not constitute a Retirement, or (3) the Participant is involuntarily terminated by the Company or any Affiliate or Subsidiary without Cause (whether or not the Participant is eligible for Retirement, regardless of his age at termination and other than due to Disability or death). For purposes of the preceding, the prorated portion of the RSUs that is vested as of the Participant’s retirement date or date of termination, as applicable, including the portion of the RSUs then already vested, shall be equal to (A) the total number of granted and credited RSUs plus any dividend equivalents multiplied by (B) a fraction, the numerator of which shall be the number of full calendar months elapsed from the Date of Grant through the Participant’s retirement date or last day worked (in the case of termination) and the denominator of which shall be 4836 (the number of calendar months in the Vesting Period, treating the calendar month following the Date of Grant as the first calendar month).