Common use of Involuntary Termination Without Cause Clause in Contracts

Involuntary Termination Without Cause. Except to the extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the unvested portion of the Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The prorated portion of the Stock Option that vests in accordance with such calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option.

Involuntary Termination Without Cause. Except to the extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of the this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination date of employment or service and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche fourth anniversary of the Stock Option as a separate Stock Option awardgrant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion of the Stock Option that vests effective on your termination date in accordance with such the above calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option if at such time the provisions of paragraph 5(b) are more advantageous to you.

Involuntary Termination Without Cause. Except to the extent paragraph 3(f) 7 applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the unvested portion of the Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The prorated portion of the Stock Option that vests in accordance with such calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option.

Involuntary Termination Without Cause. Except In the event that the Boards determine that this Agreement and the employment of Executive should be terminated for a reason other than death, Disability, voluntary separation from service by Executive, or for Cause (such reason is hereafter referred to as a “Termination Without Cause”), Executive, or his designated beneficiary, shall be entitled to his then current Base Salary and benefits under Section (E) of Article III for the lesser of 24 months after separation from service or until Executive attains age 65. In addition, Executive shall be entitled to receive a one-year bonus payment equal to the extent paragraph 3(faverage of the annual aggregate bonus under the QPB Plan (or its successor) appliesearned by the Executive for each of the two calendar years immediately preceding the calendar year in which the Termination Without Cause occurs, if your employment with or service plus the average of the amount earned under the LBP and the LTIP in place for each of the two calendar years immediately preceding the calendar year in which the Termination Without Cause occurs. If Executive shall attain age 65 within less than 12 months of the Termination Without Cause, such bonus payment shall be prorated for the number of months until Executive attains age 65. Subject to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members provisions of Section (I) of Article IV of the CompanyAgreement below, such payment shall be made as soon as practicable after Executive’s separation from service, but in no event later than 210 days following Executive’s separation from service. Furthermore, in this event, any stock options granted to Executive Committee, this Stock Option shall vest on a prorated basis effective on your the termination date, notwithstanding any vesting schedule set forth in any outstanding option agreements with Executive. Such prorated vesting In addition, in this event, Executive shall be calculated by multiplying entitled: (a) to receive payment of any Base Salary accrued through the unvested portion separation from service date and (b) to receive a pro-rated amount of compensation to which he may be entitled pursuant to the LBP, the QPB Plan, and the LTIP, per the terms of each plan as then in effect, based on the effective date of the Stock Option separation from service described in this section (E). In addition to the foregoing, in the event of Termination Without Cause, Executive shall be entitled to receive from State Auto an amount equal to the then current monthly per employee cost of providing State Auto’s health insurance benefit multiplied by a fraction, the numerator lesser of which is 24 or the number of days months until Executive attains age 65, plus such additional amount that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche represents a gross-up of the Stock Option as a separate Stock Option awardtaxes due for that particular amount of income. The portion of this Stock Option that does not become vested under such calculation Such amounts shall be forfeited effective on your termination date and shall be canceled by paid pursuant to the Company. The prorated portion provisions of Section (I) of Article IV of the Stock Option that vests in accordance with such calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock OptionAgreement below.

Involuntary Termination Without Cause. Except If Employee’s employment with ADE is involuntarily terminated by ADE, and ADE does not have “cause” for such termination, then ADE will continue to pay Employee Employee’s base salary for a period of twelve months. During such period, Employee shall remain eligible to participate in ADE’s medical and dental plans in accordance with and to the extent paragraph 3(f) applies, if your employment with or service to permitted under plan documents at the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members time of the Company’s Executive Committee, this Stock Option shall vest on a prorated basis effective on your termination dateinvoluntary termination. Such prorated vesting Upon completion of such period of benefit continuation Employee shall be calculated by multiplying the unvested portion of the Stock Option by a fractioneligible to elect benefit continuation, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option under existing statutory regulations such as a separate Stock Option awardCOBRA. The portion For purposes of this Stock Option that section, “cause” is defined as: a) Employee’s continued material failure to perform the reasonable and customary duties and responsibilities assigned to him/her for a period of 30 days following written notice from ADE explicitly stating the performance deficiencies, where Employee does not become vested under such calculation shall be forfeited effective on your termination date cure the deficiency during the 30-day period and shall be canceled by the Company. The prorated portion of the Stock Option that vests in accordance with such calculation may be exercised by you (or your legal representative or similar person) until at the end of your severance period which ADE notifies Employee in writing of its conclusion that the deficiencies have not been cured, together with clearly documented evidence of same; b) conduct that is materially detrimental to the business, goodwill or reputation of ADE; c) conduct that constitutes dishonesty, fraud or other malfeasance; d) felonious conduct; e) immoral and/or reprehensible conduct; f) violation of any provision of this Agreement; or g) any other action constituting “cause” under such Policy orthe laws of the State of Massachusetts. ADE is not obligated to make any payments to Employee if (a) Employee resigns from ADE, except as provided for in paragraph 21 of this Agreement or (b) Employee is terminated for cause. Salary payments and benefits otherwise payable to Employee under this section will cease if Employee breaches any of the terms of this Agreement. If at any time, ADE or any successor obligated to make any payment hereunder (the “Employer”) has a class of stock that is publicly traded on an established securities market or otherwise, then the Employer shall from time to time compile a list of “Specified Employees” as defined in and pursuant to, Prop. Reg. § 1.409A-1(i) or any successor regulation. Notwithstanding any other provision of this Agreement, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, Employee is a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee Specified Employee on the date of termination of his employment within the meaning of Prop. Reg. § 1.409A-1(h)(ii) or any successor regulation (his “Termination of Employment”), no payment of compensation shall be made to Employee under any provision of this Agreement (including, without limitation, Sections 20 and 21 hereof) during the period ending six months from the date of his Termination of Employment unless the Employer determines that there is no reasonable basis for believing that making such termination, this Stock Option shall cease payment would cause Employee to vest, and suffer any adverse tax consequences pursuant to Section 409A of the Internal Revenue Code. If any payment to Employee is delayed pursuant to the extent already vestedprovisions of this Paragraph, may thereafter such payment instead shall be exercised by you (or your legal representative or similar person) until made on the first business day following the expiration of the six-month period referred to herein, together with a compensatory amount in the nature of interest computed at the “Prime Rate” as of the date which is three months after such involuntary termination, or if earlier, the expiration date of the term Termination of this Stock OptionEmployment (as reported in The Wall Street Journal) plus two percent (2%).

Involuntary Termination Without Cause. Except to the extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated terminates involuntarily and without Cause and at such time you are an eligible participant in the Severance/Change in Control Policy applicable (Executive Committee Level) (the “Executive Severance Policy”), subject to members your timely execution of an agreement and release in a form acceptable to the Company’s Executive CommitteeCompany which will include restrictive covenants and a comprehensive release of all claims, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such Notwithstanding anything to the contrary in the Executive Severance Policy, such prorated vesting shall be calculated by multiplying the unvested portion total number of shares covered by this Stock Option as of the Stock Option grant date by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination date of employment or service and the denominator of which is the number of days between the grant date and the date of Full Vesting of this Award as defined in paragraph 3, less the portion of this Stock Option would have become fully vested, treating each separate vesting tranche of which has previously vested (or based on such other proration methodology selected by the Stock Option Company which the Company determines in its sole discretion yields substantially the same results as a separate Stock Option awardthe foregoing proration methodology). The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion of the Stock Option that vests effective on your termination date in accordance with such the above calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Executive Severance Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option if at such time the provisions of paragraph 5(b) are more advantageous to you.

Involuntary Termination Without Cause. Except to If the extent paragraph 3(f) applies, if Company terminates your employment with or service to the Companyfor reasons other than Cause, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are fulfill your obligations as set forth in this Agreement, you shall be paid the greater of (i) the amounts you would have been entitled to receive under the Alcoa USA Corp. Involuntary Separation Plan (or successor plan) if you had been an eligible participant under such plan or (ii) the amounts set forth below in this Section I.B, in either case as soon as practicable after the Severance/Change Involuntary Termination Date but in Control Policy applicable to members no event later than 60 days after the Involuntary Termination Date; provided, that if you are, as of the Company’s Executive CommitteeInvoluntary Termination Date, this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying “specified employee” within the unvested portion meaning of the Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option 409A as a separate Stock Option award. The portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The prorated portion of the Stock Option that vests determined in accordance with such calculation may be exercised the methodology duly adopted by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant Company as in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee effect on the date of Involuntary Termination Date, then such termination, this Stock Option amounts shall cease to vest, and to instead be paid on the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until first business day following the date which is three six months after such involuntary termination, the Involuntary Termination Date (the “Six-Month Delay Date”) (or if earliersooner, upon your death); and further provided that the expiration date amount payable under Section I.B(ii), if applicable, will be paid in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, if later than as otherwise specified herein. Payment of the term amounts set forth in Section I.B are conditioned upon and subject to the requirement that, on or after the Involuntary Termination Date, and at least 10 days prior to the Six-Month Delay Date or, if applicable, at least 10 days prior to the last day of this Stock Option.the aforementioned 60 day period, (i) you execute and return to the Company the release agreement attached as Exhibit A (the “Release Agreement”) and (ii) any period within which you may revoke the Release Agreement pursuant to the terms thereof has expired without you having revoked the Release Agreement:

Involuntary Termination Without Cause. Except to the extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the unvested portion of the Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion of the Stock Option that vests effective on your termination date in accordance with such the above calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the Executive Committee (Austria) provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option.

Involuntary Termination Without Cause. Except If the Company terminates your employment for reasons other than Cause, and you fulfill your obligations as set forth in this Agreement, you shall be paid the greater of (i) the amounts you would have been entitled to receive under the Layoff, Job Elimination, and Dismissal of Salaried Employee Plan applicable to your Canadian location (or successor plan) if you had been an eligible participant under such plan or (ii) the amounts set forth below in this Section I.B, in either case as soon as practicable after the Involuntary Termination Date but in no event later than 60 days after the Involuntary Termination Date; provided, that if you are, as of the Involuntary Termination Date, a “specified employee” within the meaning of 409A as determined in accordance with the methodology duly adopted by the Company as in effect on the Involuntary Termination Date, then such amounts shall instead be paid on the first business day following the date which is six months after the Involuntary Termination Date (the “Six-Month Delay Date”) (or if sooner, upon your death); and further provided that the amount payable under Section I.B(ii), if applicable, will be paid in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, if later than as otherwise specified herein. Payment of the amounts set forth in Section I.B are conditioned upon and subject to the extent paragraph 3(f) appliesrequirement that, on or after the Involuntary Termination Date, and at least 10 days prior to the Six-Month Delay Date or, if your employment with or service applicable, at least 10 days prior to the last day of the aforementioned 60 day period, (i) you execute and return to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in to the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated extent permitted by multiplying the unvested portion of the Stock Option by a fractionlaw, the numerator of which is release agreement attached as Exhibit A (the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The prorated portion of the Stock Option that vests “Release Agreement”) (or any equivalent form in accordance with such calculation may be exercised by you (or your legal representative or similar person) until the end local law of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vestlocation), and (ii) only to the extent already vestedrequired by applicable law, any period within which you may thereafter be exercised by you revoke the Release Agreement (or any equivalent form in accordance with local law of your legal representative or similar personlocation) until pursuant to the date which is three months after such involuntary termination, or if earlier, terms thereof has expired without you having revoked the expiration date of the term of this Stock Option.Release Agreement:

Involuntary Termination Without Cause. Except to the extent paragraph 3(f) 7 applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the unvested portion of the Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion of the Stock Option that vests effective on your termination date in accordance with such calculation the above calculation, may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option.

Involuntary Termination Without Cause. Except to the extent paragraph 3(f) 7 applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of the this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination date of employment or service and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche fourth anniversary of the Stock Option as a separate Stock Option awardgrant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion of the Stock Option that vests effective on your termination date in accordance with such calculation the above calculation, may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option.

Involuntary Termination Without Cause. Except to the extent paragraph 3(f) 7 applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of the this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination date of employment or service and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche fourth anniversary of the Stock Option as a separate Stock Option awardgrant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion of the Stock Option that vests effective on your termination date in accordance with such calculation the above calculation, may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be applicable to this Stock Option if at such time the provisions of paragraph 5(b) are more advantageous to you.

Involuntary Termination Without Cause. Except to the extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of the this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination date of employment or service and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche fourth anniversary of the Stock Option as a separate Stock Option awardgrant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion of the Stock Option that vests effective on your termination date in accordance with such the above calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option.may