Common use of Other Termination of Employment Clause in Contracts

Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final, your Prorated Performance Shares will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Performance Shares, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance Shares will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeited.

Other Termination of Employment. Unless (a) If the Committee determines otherwiseCompany terminates Employee's employment hereunder With Cause (as hereinafter defined) or Employee resigns Without Good Reason (as hereinafter defined), if all obligations of the Company to provide compensation and benefits under this Agreement shall cease, and Employee shall have no other provision claim against the Company for damages or otherwise by reason of such termination. The Company's election to terminate Employee's employment With Cause shall be without prejudice to any remedy the Company may have against Employee for the breach or non-performance of any of the provisions of this Agreement. The Company agrees that Employee's election to terminate his employment hereunder for any reason shall not constitute a sufficient basis upon which the Company can terminate Employee's employment With Cause. (b) If the Company terminates Employee's employment hereunder Without Cause (as hereinafter defined) or Employee terminates employment With Good Reason (as hereinafter defined), then Employee shall be entitled to continue to receive the following compensation and benefits for the lesser of six months or the balance of the term of this Agreement. beginning on the date of such termination: (i) Employee's base salary in this Section 2 regarding change effect at the time of status applies, including, for example, your voluntary such termination of employment, your payable on the same basis as his salary was paid prior to such termination without Retirement or Bridge Eligibility, or your termination by of employment. (ii) Incentive bonus payments equal to (A) the amount of bonus that would have been payable to Employee had Employee remained employed with the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final, your Prorated Performance Shares will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months in the Performance Period that have ended as of until the end of the month of fiscal year in which the termination of your employment by thirty-six occurs but reduced on a pro rata basis based upon the period of time worked in such fiscal year. (36iii) Continued participation in the Company's benefit plans and programs described in Section 3(d) herein (other than those described in Sections 3(d)(iv),(v),(vi), multiplying the result by the number of your Performance Sharesand (vii), and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” extent permitted by law. (iv) Payment of the Company under the Securities Exchange Act accrued but unused vacation time of 1934, Employee as amended, and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the his termination of your employment. In the event of a termination of employment is prior pursuant to this Section 5(b), Employee, and his covered spouse and dependents, will have the first anniversary right to continue group health coverage under Sections 601-609 of the beginning Employee Retirement Income Security Act of 1974, as amended ("ERISA") ("COBRA"), and for purposes of this Agreement, the date of Employee's qualifying event, as defined in Section 603 of ERISA, shall be the last day of the Performance Period, then the number twelve-month period following Employee's termination of your Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance Shares will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeitedemployment.

Other Termination of Employment. Unless the Committee determines otherwiseIf none of Sections S-2(c) (“Long-Term Disability”), if no other provision in this Section 2 regarding change of status S-2(d) (“Death”), S-2(e) (“Post-Employment Award Continuation”), or S-2(f) (“Termination for Cause”) applies, including, for example, then: (1) your voluntary Stock Options or Unit Options in your Covered Award that are exercisable as of your date of termination will remain exercisable until the close of business on the thirtieth (30th) day after the date of the termination of employmentyour employment or until they would expire under the Standard Terms, whichever period is shorter, and all of your Stock Options or Unit Options in your Covered Award that are not exercisable at the date of termination without Retirement or Bridge Eligibility, or of your termination by the Company or an Affiliate without Cause, your Performance Shares employment will be forfeited immediately upon your termination of employment; (2) your Outstanding Unit Tranches in your Covered Award will be forfeited immediately upon your termination of employment; (3) your Restricted Stock Units or your Restricted Units in your Covered Award (except where your Restricted Stock Units or Restricted Units are divided into Outstanding Unit Tranches) will be forfeited immediately upon your termination of employment unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes finalfinal by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares Units will be due and payable to you. Any payment The number of your “Prorated Units” will be determined by dividing the number of calendar months, beginning with the month of the Grant Date, that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Restricted Stock Units or Restricted Units, and rounding to the nearest whole number; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the Grant Date, then the number of your Prorated Units shall be zero (0). Payment for each of your Prorated Units will be made in cash at a value equal to the time specified Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred U.S. dollars (U.S.$100.00). If your separation agreement does not become final, the Restricted Stock Units or Restricted Units in Section 8your Covered Award will be forfeited; or (4) your Performance Shares or Performance Units in your Covered Award will be forfeited immediately upon your termination of employment, unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares/Units will be due and payable to you. The number of your “Prorated Performance Shares/Units” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of Performance Shares or Performance Units in your Performance SharesCovered Award, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” as defined for purposes of Section 16 of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, (a “Section 16 Officer”) at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares Shares/Units shall be zero (0). Payment for each of your Prorated Performance Shares Shares/Units will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, a Section 16 Officer at any time during the Performance Period, payment for each of your Prorated Performance Shares Shares/Units will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your the Performance Shares or Performance Units in your Covered Award will be forfeited.

Other Termination of Employment. Unless the Committee determines otherwiseIf none of Sections S-2(c) (“Long Term Disability”), if no other provision in this Section 2 regarding change of status (d) (“Death”), (e) (“Post-Employment Award Continuation”), or (f) (“Termination for Cause”) applies, includingthen: (1) your Stock Options or Option Units in your Covered Award that are exercisable as of your date of termination will remain exercisable until the close of business on the thirtieth (30th) calendar day after the date of the termination of your employment or until they would expire under the Standard Terms, for examplewhichever period is shorter, and all of your voluntary Stock Options in your Covered Award that are not exercisable at the date of termination of your employment will be forfeited immediately upon your termination of employment; (2) your Outstanding Unit Tranches in your Covered Award (in the case of Restricted Stock or Restricted Stock Units divided into Unit Tranches) will be forfeited immediately upon your termination of employment; (3) your Restricted Stock Units or Restricted Units in your Covered Award that are not divided into Outstanding Unit Tranches will be forfeited immediately upon your termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes finalfinal by March 15 of the calendar year following the calendar year in which the separation agreement is offered to you, your Prorated Performance Shares Units will be due and payable to you. Any payment The number of your “Prorated Units” will be determined by dividing the number of calendar months, beginning with the month of the Grant Date, that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Restricted Stock Units or Restricted Units, and rounding to the nearest whole number; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the Grant Date, then the number of your Prorated Units shall be zero (0). Payment for each of your Prorated Units will be made in cash at a value equal to the time specified Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred U.S. dollars (U.S.$100.00). If your separation agreement does not become final, the Restricted Stock Units or Restricted Units in Section 8your Covered Award will be forfeited; or (4) your Performance Shares or Performance Units in your Covered Award will be forfeited immediately upon your termination of employment, unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year following the calendar year in which the separation agreement is offered to you, your Prorated Performance Shares/Units will be due and payable to you. The number of your “Prorated Performance Shares/Units” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of Performance Shares or Performance Units in your Performance SharesCovered Award, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” as defined for purposes of Section 16 of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, (a “Section 16 Officer”) at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares Shares/Units shall be zero (0). Payment for each of your Prorated Performance Shares Shares/Units will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, a Section 16 Officer at any time during the Performance Period, payment for each of your Prorated Performance Shares Shares/Units will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your the Performance Shares or Performance Units in your Covered Award will be forfeited.

Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately upon your termination of employment, unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes finalfinal by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Performance Shares, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance Shares will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeited.

Other Termination of Employment. Unless If the Committee determines otherwiseParticipant’s employment with the Company shall be terminated for Disability or upon the Participant’s death, if no other provision in this the Participant (or the Participant’s estate) will be immediately entitled to receive the Shares underlying all of the Restricted Stock Units that have not yet vested under Section 2 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or your termination above. If the Participant’s employment with the Company shall be terminated by the Company for any reason other than for Cause or an Affiliate without Causedue to the Participant’s death or Disability, your Performance Shares the Participant will be forfeited immediately unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final, your Prorated Performance Shares will be due and payable entitled to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months receive (i) in the Performance Period that have ended as case of the end of the month of the a termination of your employment by thirty-six (36), multiplying the result by the number of your Performance Shares, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is occurring prior to the first anniversary of the beginning Grant Date, a number of Shares equal to the Shares underlying all of the Performance PeriodRestricted Stock Units that have not yet vested under Section 2 above multiplied by a fraction, then the numerator of which shall be the number of your Prorated Performance Shares full months from the Grant Date through the date the Participant’s employment terminated and the denominator of which shall be zero twelve (012). Payment for each , or (ii) in the case of your Prorated Performance Shares will be made in cash at a value equal to termination occurring on or after the Closing Price on first anniversary of the Grant Date, the Shares underlying all of the Restricted Stock Units that have not yet vested under Section 2 above, in each case of (i) and shall be rounded (ii) above, subject to the nearest one-hundred dollars Participant signing a general release agreement ($100.00); provideda “Release”) in form and substance reasonably acceptable to the Company in connection with the Participant’s termination of employment. The number of Shares in (i) and (ii) above, howeveras applicable, that will only be payable if you were an Insider the Participant executes and delivers a Release (and any revocation period expires) to the Company no later than sixty (60) calendar days after the Participant’s termination of employment, and such Shares shall not become payable until sixty (60) calendar days after the termination of employment, regardless of when the Release is returned to the Company. If the Participant is subject to a written employment or an “executive officer” severance agreement signed on behalf of the Company under or its Affiliate and is terminated by the Securities Exchange Act Company or its Affiliate for any reason other than Cause or the Participant terminates Participant’s employment for Good Reason (as defined in such agreement), then the preceding two sentences shall not apply if they conflict with the provisions of 1934such employment or severance agreement and the terms of the employment or severance agreement shall govern instead. If the Participant’s employment with the Company terminates for any reason other than those provided in Section 4(a) or in the preceding sentences of this Section 4(b), the Participant or Participant’s estate (in the event of Participant’s death after termination) will forfeit the right to receive Shares underlying any Restricted Stock Units that have not yet vested. If the Participant is a party to a written employment or severance agreement signed on behalf of the Company or its Affiliate, for purposes of this Section 4, the term “Disability” shall mean “Incapacity” as defined in such Participant’s employment or severance agreement, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeitedapplicable.

Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change If none of status Sections 2(a) through (e) applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately upon your termination of employment, unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes finalfinal by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Performance Shares, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance Shares will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeited.

Other Termination of Employment. Unless (a) If the employment of a Participant terminates for any reason other than death or by retirement under any FCA US LLC qualified pension or retirement plan, he shall have a right to receive the full value of his Account. The Participant may file an election with the Committee determines otherwise(or its designee) pursuant to the written, if no other provision electronic or telephonic methods as prescribed by the Committee to (a) have the full value of his Account distributed to him in this Section 2 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibilitya single lump sum, or your termination by (b) have a partial distribution of his Account distributed to him. Notwithstanding the Company or foregoing provisions, unless a Participant consents to an Affiliate without Causeearlier distribution, your Performance Shares will be forfeited immediately unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final, your Prorated Performance Shares will be due and payable to you. Any payment will distribution shall be made at the time specified earlier of the date of his death or the date he attains age 70½. In addition, if, as of his Normal Retirement Age, such a Participant has not made the election described above to receive (or commence receiving) his Account, the Participant shall be deemed to have elected to defer receipt of his distribution until no later than the earlier of his death or the date he attains age 70½. (b) The Committee shall direct the Trustee to distribute the full or partial value of the Account to the Participant in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing accordance with the number of calendar months election described in the Performance Period that have ended preceding paragraph. An election of the payout method may be revoked, pursuant to the written, electronic or telephonic method prescribed by the Committee, prior to the date of termination of employment and a new election may be made thereafter. If a Participant dies after termination of employment and prior to distribution of his Account, distribution shall be to his Beneficiary in accordance with Section 4.02. (c) Notwithstanding the foregoing, if the net value of the Participant’s Account does not exceed $1,000, as of the end most recent Valuation Date coinciding with or immediately following the Participant’s termination, distribution shall be made in a single sum as soon as practicable after such Valuation Date in accordance with the Trustee’s processing rules. If the net nonforfeitable value of the month Participant’s Account exceeds $1,000 (including Rollover Contributions) but is less than or equal to $5,000 (excluding Rollover Contributions) as of the termination of your employment by thirty-six (36), multiplying most recent Valuation Date coinciding with or immediately following the result by the number of your Performance Shares, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amendedParticipant’s termination, and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the lesser of 100% Participant in a direct rollover in accordance with Section 4.12 hereof or to receive the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Perioddistribution directly, then the number of your Prorated Performance Shares Committee shall be zero (0)pay such distribution in a direct rollover to an individual retirement plan designated by the Committee. Payment for each of your Prorated Performance Shares will Any such direct rollover to an individual retirement plan designated by the Committee shall be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date accordance with procedures established by the Committee determines as soon as practicable after the Performance Factor, and shall be rounded to Valuation Date coinciding with or immediately following the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeitedParticipant’s termination.

Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change If none of status Sections 2(a) through (e) applies, including, for example, your voluntary Performance Units will be forfeited immediately upon your termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes finalfinal by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares Units will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance SharesUnits” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Performance SharesUnits, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares Units shall be zero (0). Payment for each of your Prorated Performance Shares Units will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred U.S. dollars ($100.00U.S.$100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares Units will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred U.S. dollars ($100.00U.S.$100.00). If your separation agreement does not become final, your Performance Shares Units will be forfeited.

Other Termination of Employment. Unless the Committee determines otherwiseIf none of Sections S-2(c) (“Long Term Disability”), if no other provision in this Section 2 regarding change of status (d) (“Death”), (e) (“Post-Employment Award Continuation”), or (f) (“Termination for Cause”) applies, including, for example, then: (1) your voluntary Stock Options or Unit Options in your Covered Award that are exercisable as of your date of termination will remain exercisable until the close of business on the thirtieth (30th) day after the date of the termination of employmentyour employment or until they would expire under the Standard Terms, whichever period is shorter, and all of your Stock Options or Unit Options in your Covered Award that are not exercisable at the date of termination without Retirement or Bridge Eligibility, or of your termination by the Company or an Affiliate without Cause, your Performance Shares employment will be forfeited immediately upon your termination of employment; (2) your Outstanding Unit Tranches in your Covered Award will be forfeited immediately upon your termination of employment; (3) your Restricted Stock Units or your Restricted Units in your Covered Award (except where your Restricted Stock Units or Restricted Units are divided into Outstanding Unit Tranches) will be forfeited immediately upon your termination of employment unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes finalfinal by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares Units will be due and payable to you. Any payment The number of your “Prorated Units” will be determined by dividing the number of calendar months, beginning with the month of the Grant Date, that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Restricted Stock Units or Restricted Units, and rounding to the nearest whole number; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the Grant Date, then the number of your Prorated Units shall be zero (0). Payment for each of your Prorated Units will be made in cash at a value equal to the time specified Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred U.S. dollars (U.S.$100.00). If your separation agreement does not become final, the Restricted Stock Units or Restricted Units in Section 8your Covered Award will be forfeited; or (4) your Performance Shares or Performance Units in your Covered Award will be forfeited immediately upon your termination of employment, unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares/Units will be due and payable to you. The number of your “Prorated Performance Shares/Units” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of Performance Shares or Performance Units in your Performance SharesCovered Award, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” as defined for purposes of Section 16 of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, (a “Section 16 Officer”) at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares Shares/Units shall be zero (0). Payment for each of your Prorated Performance Shares Shares/Units will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, a Section 16 Officer at any time during the Performance Period, payment for each of your Prorated Performance Shares Shares/Units will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your the Performance Shares or Performance Units in your Covered Award will be forfeited.

Other Termination of Employment. Unless the Committee determines otherwiseExcept as set forth below, if no (a) your employment terminates for any reason other provision in this Section 2 regarding change of status appliesthan death, includingretirement or a severance under the Severance Plan for which you have executed and not revoked a Release, for exampleand (b) you are not terminated from the Plan due to disability pursuant to the “Disability” provisions described above, your voluntary stock option, if and to the extent vested as of the date of your termination of employment, may be exercised at any time until the earlier of (i) three (3) months following the date of your termination without Retirement or Bridge Eligibilityof employment and (ii) the Expiration Date. Your stock option, or your termination by the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To if and to the extent your separation agreement becomes final, your Prorated Performance Shares will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months in the Performance Period that have ended unvested as of the end date of your termination of employment, expires as of the month date of your termination of employment. A termination of employment shall not be deemed to occur by reason of your transfer between the Corporation and a Subsidiary of the Corporation or between two Subsidiaries of the Corporation. The post-termination exercise provision of this sub-paragraph shall apply to you if you become a consultant to the Corporation or a Subsidiary of the Corporation upon termination of your employment from the Corporation or a Subsidiary of the Corporation. Notwithstanding the foregoing, if, within the two-year period following a Change in Control, (A) your employment by thirty-six the Corporation or a subsidiary of the Corporation is terminated for any reason other than death, retirement or a severance under the Severance Plan for which you have executed and not revoked a Release, and (36B) you are not terminated from the Plan due to disability pursuant to the “Disability” provisions described above, then (except as may otherwise be specified in an Employment Security Agreement between you and the Corporation), multiplying the result by the number of your Performance Sharesstock option, and rounding to the nearest whole numberextent vested, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, may be exercised at any time during until the Performance Periodearlier of (I) six (6) months following the date of your termination of employment, further multiplying and (II) the result by the lesser of 100% or the Performance FactorExpiration Date; provided, however, you should be aware that if an unexercised incentive stock option automatically converts into a non-qualified stock option three (3) months after termination of employment in connection with a Change of Control pursuant to the date applicable provisions of the termination of your employment is prior Code relating to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance Shares will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeitedincentive stock options.

Other Termination of Employment. Unless Each Participant who ceases to be employed by the Employer under circumstances which do not qualify him to receive benefits under any other provision of the Plan shall be entitled to receive a Deferred Vested Benefit. The Deferred Vested Benefit of such a Participant shall be an amount equal to the sum of the balance in the Participant's Participant Elected Contributions Account, the balance of his Transfer Contributions Account, and the vested portion of the balance in his Employer Matching Contributions Account, determined as specified in the Instrument of Adoption applicable to such Participant, as of the Valuation Date immediately following termination, and adjusted for any gains or losses which may thereafter arise prior to the complete distribution of such amount. The Deferred Vested Benefit of such a Participant shall be distributed in such manner as the Committee determines otherwisemay determine in accordance with the provisions of this Article 8, if no other provision Section 8.2. The non-vested portion of his Employer Matching Contributions Account shall be forfeited as of the last day of the Plan Year in which the Participant incurs a One Year Break in Service. The Deferred Vested Benefit under this Section 2 regarding change paragraph (d) of status appliesa Participant who has had a Separation from Service who again becomes a Participant in the Plan following five (5) consecutive One Year Breaks in Service shall not be increased on account of any Employer contributions or forfeitures allocated to his Account subsequent to his previous five (5) consecutive One Year Breaks in Service; but rather, including, for example, your voluntary upon his subsequent Separation from Service (i) to the extent not previously paid to him in connection with his previous termination of employment, your termination without Retirement or Bridge Eligibilityhis entitlement to, or your termination by and the Company or an Affiliate without Causeamount of, your Performance Shares will any benefits under this Plan consisting of amounts credited to his Account prior to the last of his five (5) consecutive One Year Breaks in Service (which amounts are to be forfeited immediately unless you are offered a separation agreement by separately accounted for under the Company or an Affiliate provisions of Article 4, Section 4.4 hereof) shall be determined in accordance with the provisions of this Article, based on his years of Credited Service (Vesting) accrued prior to such five (5) consecutive One Year Breaks in Service; and (ii) his entitlement to, and the amount of, any benefits under a severance program. To this Plan consisting of amounts credited to his Account subsequent to his five (5) consecutive One Year Breaks in Service shall be determined in accordance with the extent your separation agreement becomes finalprovisions of this Article, your Prorated Performance Shares will be due and payable to you. Any payment will be made based on his age and/or total years of Credited Service (Vesting) at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the his subsequent termination of your employment. If a Participant whose employment by thirty-six (36), multiplying the result by the number of your Performance Shares, terminates and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amendedwhose eligibility for benefits, and the rules promulgated thereunderamount thereof, at any time during the Performance Period, further multiplying the result has been determined under this paragraph (d) again becomes reemployed by the lesser Employer and accrues one year of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is Credited Service (Vesting) prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares shall be zero incurring five (0). Payment for each of your Prorated Performance Shares will be made 5) consecutive One Year Breaks in cash at a value equal to the Closing Price on the Grant Date, Service and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeited.such reemployed Participant had received a

Other Termination of Employment. Unless If the Committee determines otherwiseCompany terminates the Optionee’s employment for any reason other than Cause (including termination if the Optionee is no longer authorized to work lawfully in the United States as an executive of the Company), if no other provision in this Section 2 regarding change of status applies, including, the Optionee terminates his employment for example, your voluntary termination of employment, your termination without Retirement or Bridge EligibilityGood Reason, or your termination if the Optionee’s employment terminates by reason of Disability, then, unless sooner terminated, the Company or an Affiliate without Cause, your Performance Shares option will be forfeited immediately unless you are offered become vested and exercisable as to a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final, your Prorated Performance Shares will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be shares of Common Stock determined by dividing the number of calendar months in days elapsed from the Performance Period that have ended as Grant Date until the date of the end of the month of the Optionee’s termination of your employment with the Company by thirty-six (36), multiplying 1,460 and subtracting from the result by of such division the number of your Performance Sharesshares as to which the option had previously vested. If the Optionee terminates his employment with the Company other than for Good Reason or Disability, then, unless sooner terminated, any portion of the option that is not vested and exercisable on the date of the Optionee’s termination of employment shall immediately terminate. In all of the foregoing cases, that portion of the option which is exercisable on the date of the Optionee’s termination of employment will remain exercisable for a period of six months after such date (one year if the Optionee’s employment terminates by reason of Disability) but in no event after the Expiration Date. If any fractional shares would result from the strict application of the formula set forth in the first paragraph hereof, then the actual portion of the option vesting on any specific date will cover only the full number of shares determined by rounding the number of shares to be issued from the strict application of the formula set forth above to the nearest whole number, and, if you were an Insider or an “executive officer” number of shares. If the Optionee’s employment terminates by reason of the Company under Optionee’s death, then, unless sooner terminated, the Securities Exchange Act option will become fully vested (to the extent it was not vested on the date of 1934, as amended, death) and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result will remain exercisable by the lesser Optionee’s beneficiary for a period of 100% or the Performance Factor; provided, however, that if one year after the date of the Optionee’s death but in no event after the Expiration Date. To the extent that any vested portion of the option is not exercised within the applicable six month or one-year period following termination of your employment is prior to the first anniversary of the beginning of the Performance Periodemployment, then the number of your Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance Shares it will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeitedautomatically expire.