Common use of Job Elimination or Requalification; Good Reason Clause in Contracts

Job Elimination or Requalification; Good Reason. In the event of the Employee’s Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification, the Employee shall earn a number of Performance Share Units equal to the product of (x) the number of Performance Share Units determined in accordance with Section 1(b)(i) and (y) a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period; provided, that, in the case of the Employee’s Termination of Employment under such circumstances, the Employee does not breach the PSU Restrictions (as defined in Section 5 below) and the Employee executes and submits to the Company within 10 business days following the last day of each year during the Restricted Period (as defined in Section 5 below) a certification in the form provided to the Employee by the Company that states that the Employee has adhered to and complied with the PSU Restrictions (the “Certification”). Such Performance Share Units shall be settled at such time as Performance Share Units would be settled in accordance with Section 2. For the avoidance of doubt, in the event that the Employee incurs a Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification and the Employee fails to comply with the PSU Restrictions or fails to execute and submit the Certification, the Performance Share Units will be forfeited. The benefits and conditions (including the obligations to adhere to and comply with the PSU Restrictions and the requirement to execute and submit the Certification) described this Section 1(c)(ii) shall also apply upon a Termination of Employment by the Employee for Good Reason if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not following a Change in Control, in which case “Good Reason” shall have the meaning ascribed to it in such agreement; provided, that, if the Employee is eligible for Retirement at the time of the Employee’s Termination of Employment by the Employee for Good Reason, the vesting of such Employee’s Performance Share Units shall be governed by Section 1(c)(iii) below.

Job Elimination or Requalification; Good Reason. In the event of the Employee’s Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification, the Employee shall earn a number of Performance Share Units equal to the product of (x) the number of Performance Share Units determined in accordance with Section 1(b)(i) and (y) a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period; provided, that, in the case of the Employee’s Termination of Employment under such circumstances, the Employee does not breach the PSU Restrictions (as defined in Section 5 below) and the Employee executes and submits to the Company within 10 business days following the last day of each year following such Termination of Employment during the Restricted Period (as defined in Section 5 below) a certification in the form provided to the Employee by the Company that states that the Employee has adhered to and complied with the PSU Restrictions (the “Certification”). Such Performance Share Units shall be settled at such time as Performance Share Units would be settled in accordance with Section 2. For the avoidance of doubt, in the event that the Employee incurs a Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification and the Employee fails to comply with the PSU Restrictions or fails to execute and submit the Certification, the Performance Share Units will be forfeited. The benefits and conditions (including the obligations to adhere to and comply with the PSU Restrictions and the requirement to execute and submit the Certification) described this Section 1(c)(ii) shall also apply upon a Termination of Employment by the Employee for Good Reason if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not upon or following a Change in Control, in which case “Good Reason” shall have the meaning ascribed to it in such agreement; provided, that, if the Employee is eligible for Retirement at the time of the Employee’s Termination of Employment by the Employee for Good Reason, the vesting of such Employee’s Performance Share Units shall be governed by Section 1(c)(iii) below.

Job Elimination or Requalification; Good Reason. In the event of the Employee’s Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification, the Employee shall earn a number of Performance Share Cash Incentive Units equal to the product of (x) the number of Performance Share Cash Incentive Units determined in accordance with Section 1(b)(i) and (y) a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period; provided, that, in the case of the Employee’s Termination of Employment under such circumstances, the Employee does not breach the PSU CIU Restrictions (as defined in Section 5 below) and the Employee executes and submits to the Company within 10 business days following the last day of each year following such Termination of Employment during the Restricted Period (as defined in Section 5 below) a certification in the form provided to the Employee by the Company that states that the Employee has adhered to and complied with the PSU CIU Restrictions (the “Certification”). Such Performance Share Cash Incentive Units shall be settled at such time as Performance Share the Cash Incentive Units would be settled in accordance with Section 2. For the avoidance of doubt, in the event that the Employee incurs a Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification and the Employee fails to comply with the PSU CIU Restrictions or fails to execute and submit the each required Certification, the Performance Share Cash Incentive Units will be forfeited. The benefits and conditions (including the obligations to adhere to and comply with the PSU CIU Restrictions and the requirement to execute and submit the CertificationCertifications) described in this Section 1(c)(ii) shall also apply upon a Termination of Employment by the Employee for Good Reason if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not upon or following a Change in Control, in which case “Good Reason” shall have the meaning ascribed to it in such agreement; provided, that, if the Employee is eligible for Retirement at the time of the Employee’s Termination of Employment by the Employee for Good Reason, the vesting of such Employee’s Performance Share Cash Incentive Units shall be governed by Section 1(c)(iii) below.

Job Elimination or Requalification; Good Reason. In the event of the Employee’s Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification, the Employee shall earn a number of Performance Share Units equal to the product of (x) the number of Performance Share Units determined in accordance with Section 1(b)(i) and (y) a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period; provided, that, in the case of the Employee’s Termination of Employment under such circumstances, the Employee does not breach the PSU Restrictions (as defined in Section 5 below) and the Employee executes and submits to the Company within 10 business days following the last day of each year following such Termination of Employment during the Restricted Period (as defined in Section 5 below) a certification in the form provided to the Employee by the Company that states that the Employee has adhered to and complied with the PSU Restrictions (the “Certification”). Such Performance Share Units shall be settled at such time as the Performance Share Units would be settled in accordance with Section 2. For the avoidance of doubt, in the event that the Employee incurs a Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification and the Employee fails to comply with the PSU Restrictions or fails to execute and submit the Certification, the Performance Share Units will be forfeited. The benefits and conditions (including the obligations to adhere to and comply with the PSU Restrictions and the requirement to execute and submit the Certification) described this Section 1(c)(ii) shall also apply upon a Termination of Employment by the Employee for Good Reason if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not upon or following a Change in Control, in which case “Good Reason” shall have the meaning ascribed to it in such agreement; provided, that, if the Employee is eligible for Retirement at the time of the Employee’s Termination of Employment by the Employee for Good Reason, the vesting of such Employee’s Performance Share Units shall be governed by Section 1(c)(iii) below.

Job Elimination or Requalification; Good Reason. In the event of the Employee’s Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification, the Employee shall earn a number of Performance Share Cash Incentive Units equal to the product of (x) the number of Performance Share Cash Incentive Units determined in accordance with Section 1(b)(i) and (y) a fraction, the numerator of which is the number of full and partial months that have lapsed from the first day of the Performance Period until the date of the Termination of Employment and the denominator of which is the total number of months in the Performance Period; provided, that, in the case of the Employee’s Termination of Employment under such circumstances, the Employee does not breach the PSU CIU Restrictions (as defined in Section 5 below) and the Employee executes and submits to the Company within 10 business days following the last day of each year following such Termination of Employment during the Restricted Period (as defined in Section 5 below) a certification in the form provided to the Employee by the Company that states that the Employee has adhered to and complied with the PSU CIU Restrictions (the “Certification”). Such Performance Share Cash Incentive Units shall be settled at such time as Performance Share the Cash Incentive Units would be settled in accordance with Section 2. For the avoidance of doubt, in the event that the Employee incurs a Termination of Employment during the Performance Period by the Company as a result of job elimination or requalification and the Employee fails to comply with the PSU CIU Restrictions or fails to execute and submit the each required Certification, the Performance Share Cash Incentive Units will be forfeited. The benefits and conditions (including the obligations to adhere to and comply with the PSU CIU Restrictions and the requirement to execute and submit the CertificationCertifications) described in this Section 1(c)(ii) shall also apply upon a Termination of Employment by the Employee for Good Reason if the Company has entered into a separate written agreement with the Employee providing for payments upon a Termination of Employment for Good Reason not upon or following a Change in Control, in which case “Good Reason” shall have the meaning ascribed to it such term (or a similar term) in such agreement; provided, that, if the Employee is eligible for Retirement at the time of the Employee’s Termination of Employment by the Employee for Good Reason, the vesting of such Employee’s Performance Share Cash Incentive Units shall be governed by Section 1(c)(iii) below.