Qualifying Anticipatory Termination. Where Grantee is no longer an employee of the Corporation and Xxxxxxx’s termination of employment was a Qualifying Anticipatory Termination and the Award has not been forfeited pursuant to Section 5 and a Final Award determination is made by the Committee pursuant to Section 8.2 or a Final Award is determined pursuant to Section 8.3 due to the occurrence of a Change of Control, the maximum number of performance-adjusted share units eligible to be the basis for a Final Award determination (the Calculated Maximum Payout Share Units) in these circumstances will be determined as follows. Where Grantee has not died prior to the Committee-determined Final Award Date or the Change-of-Control-determined Final Award Date, as the case may be, the Calculated Maximum Payout Share Units will be determined in the same manner and at the same time as if Grantee had remained an employee of the Corporation pursuant to Section 6 or Section 6 and Section 7.3(c), as applicable; provided, however, that if a Change of Control is pending but has not yet occurred at the Committee-determined Final Award Date, the Committee will have no discretion to reduce Xxxxxxx’s Calculated Maximum Payout Share Units under these circumstances. If Grantee dies following a Qualifying Anticipatory Termination but prior to the Committee-determined Final Award Date or the Change-of-Control-determined Final Award Date, as the case may be, the Calculated Maximum Payout Share Units will be determined pursuant to Section 7.3(a) in the same manner and at the same time as if Grantee had died at the same time but while an employee of the Corporation; provided, however, that if a Change of Control is pending but has not yet occurred at the Committee-determined Final Award Date, the Committee will have no discretion to reduce Xxxxxxx’s Calculated Maximum Payout Share Units under these circumstances.
Qualifying Anticipatory Termination. In the event that one or more Tranches were outstanding at the time Grantee’s employment with the Corporation terminated where such termination was a Qualifying Anticipatory Termination, the Annual Risk Performance Factor of any outstanding Tranche for which an Annual Risk Performance Factor had not already been determined as of the day immediately preceding Grantee’s Termination Date will be the same as the Annual Risk Performance Factor for the most recent Tranche for which an Annual Risk Performance Factor had previously been determined in accordance with clause (1) or (2) of Section 6.1 above, as applicable, or if none, will be 100.00%, all effective as of the end of the day immediately preceding Grantee’s Termination Date.
