Common use of Retirement; Death; Disability Clause in Contracts

Retirement; Death; Disability. In the event that the Participant ceases to be employed by the Company or any of its subsidiaries or ceases to be a non-employee director of the Company, in either case due to Retirement (as defined in the Plan), death or Disability (as defined in the Plan) prior to the end of the Restriction Period, a pro rata number of Restricted Stock Units shall remain eligible for vesting at the end of the Restriction Period, such pro rata number to be measured by the number of days in the period commencing with the date of this grant and ending on the date of Retirement, death or Disability as compared to the number of days in the period commencing with the date of this grant and ending on the last day of the Restriction Period, with any fractional unit rounded down to the nearest whole number. The provisions of this Agreement, including those provisions relating to vesting only upon attainment of the Performance Targets at the end of the Restriction Period, shall continue to apply to such pro rata number of units. The balance of Restricted Stock Units granted pursuant to this Agreement and not subject to pro rata eligibility pursuant to this Section 5 shall be forfeited without compensation or other consideration.

Retirement; Death; Disability. In the event that the Participant ceases to be employed by the Company or any of its subsidiaries or ceases to be a non-employee director of the Company, in either case due to Retirement (as defined in the Plan), death or Disability (as defined in the Plan) prior to the end of the Restriction Period, a pro rata number of Restricted Stock Units shall remain eligible for vesting at the end of the Restriction Period, such pro rata number to be measured by the number of days in the period commencing with the date of this grant and ending on the date of Retirement, death or Disability as compared to the number of days in the period commencing with the date of this grant and ending on the last day of the Restriction Period, with any fractional unit rounded down to the nearest whole number. The provisions of this Agreement, including those provisions relating to vesting only upon attainment of the Performance Targets at the end of the Restriction Period, shall continue to apply to such pro rata number of units. The balance of Restricted Stock Units granted pursuant to this Agreement and not subject to pro rata eligibility pursuant to this Section 5 6 shall be forfeited without compensation or other consideration.

Retirement; Death; Disability. In the event that the Participant ceases to be employed by the Company or any of its subsidiaries or ceases to be a non-employee director of the Company, in either case due to Retirement (as defined in the Plan), death or Disability (as defined in the Plan) prior to the end of the Restriction Period, a pro rata number of shares of the Restricted Stock Units shall remain eligible for vesting at the end of the Restriction Period, such pro rata number to be measured by the number of days in the period commencing with the date of this grant and ending on the date of Retirement, death or Disability as compared to the number of days in the period commencing with the date of this grant and ending on the last day of the Restriction Period, with any fractional unit share rounded down to the nearest whole number. The provisions of this Agreement, including those provisions relating to vesting only upon attainment of the Performance Targets at the end of the Restriction Period, shall continue to apply to such pro rata number of unitsshares. The balance of Restricted Stock Units granted pursuant to this Agreement and not subject to pro rata eligibility pursuant to this Section 5 shall be forfeited without compensation or other consideration.