Common use of Retirement of the Employee Clause in Contracts

Retirement of the Employee. Notwithstanding the provisions of Section 4 of this Grant Agreement but subject to the terms of Section 18(a) in the event of the Employee’s termination of employment prior to the fifth anniversary of the Grant Date due to retirement in accordance with the applicable retirement policy, this Stock Option, to the extent not previously vested or forfeited, shall vest and become exercisable as follows: (a) Provided the First Tranche Share Price Component is timely satisfied, the First Tranche shall fully vest and become exercisable as of the later of the date the First Tranche Share Price Component is satisfied or the first anniversary after the Grant Date; (b) Provided the Second Tranche Share Price Component is timely satisfied, the Second Tranche shall fully vest and become exercisable as of the later of the date the Second Tranche Share Price Component is satisfied or the second anniversary after the Grant Date; and (c) Provided the Third Tranche Share Price Component is timely satisfied, the Third Tranche shall fully vest and become exercisable as of the later of the date the Third Tranche Share Price Component is satisfied or third anniversary after the Grant Date. In the event of the Employee’s termination due to retirement in accordance with the applicable retirement policy at any time prior to the Expiration Date, the Employee may exercise his or her vested rights, if any, under this Stock Option within five years from the date of termination, or vesting if later. In all cases, however, this Stock Option will expire no later than the Expiration Date. The Company’s obligation to vest the Stock Option under this paragraph is subject to the condition that (i) the Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company no later than the date immediately prior to the date of the Employee’s termination of employment, (ii) the Employee has not engaged in any conduct that creates a conflict of interest in the opinion of the Company during the Employee’s active employment with the Company and any-post employment period during which the Stock Option remains outstanding and (iii) the Employee is in compliance with any-post employment restrictions in the ARCIPD during the period in which the Stock Option remains outstanding.

Retirement of the Employee. Notwithstanding the provisions of in Section 4 of this Grant Agreement but subject to the terms of Section 18(a) Stock Notification and Award Agreement, in the event of the Employee’s termination of employment prior to the fifth fourth anniversary of the Grant Date due to retirement in accordance with the applicable retirement policy, this Stock Option, to the extent not previously vested or forfeited, Option shall vest and become exercisable as follows: (a) Provided the First Tranche Share Stock Price Component is timely satisfied, a portion of the First Tranche shall fully vest and become exercisable (as of the later of the date the First Tranche Share Stock Price Component is satisfied or the first anniversary date of Employee’s termination of employment) equal to the number of full months of Employee’s employment after the Grant DateDate (not to exceed 24), divided by 24, and; (b) Provided the Second Tranche Share Stock Price Component is timely satisfied, a portion of the Second Tranche shall fully vest and become exercisable (as of the later of the date the Second Tranche Share Stock Price Component is satisfied or the second anniversary date of the Employee’s termination of employment) equal to the number of full months of Employee’s employment after the Grant Date; andDate (not to exceed 36) divided by 36. (c) Provided If the Third First Tranche Share Stock Price Component is timely not satisfied, no portion of the Third First Tranche shall fully vest and become exercisable as of vest. If the later of the date the Third Second Tranche Share Stock Price Component is satisfied or third anniversary after not satisfied, no portion of the Grant Date. Second Tranche shall vest. (d) In the event of the Employee’s termination due to retirement in accordance with the applicable retirement policy at any time prior to the Expiration Date, the Employee may exercise his or her vested rights, if any, under this Stock Option within five three (3) years from the date of termination, or vesting if later. In all cases, however, this Stock Option will expire no later than the Expiration Date. The Company’s obligation to vest the Stock Option under this paragraph is subject to the condition that (i) the Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company no later than the date immediately prior to the date of the Employee’s termination of employmentCompany, (ii) the Employee has and shall not engaged engage in any conduct that creates a conflict of interest in the opinion of the Company during the Employee’s active employment with the Company and any-post employment period during which the Stock Option remains outstanding and (iii) the Employee is in compliance with any-post employment restrictions in the ARCIPD during the period in which the Stock Option remains outstandingCompany.

Retirement of the Employee. Notwithstanding the provisions of Section 4 of this Grant Agreement but subject to the terms of Section 18(a) in the event of the Employee’s termination of employment prior to the fifth anniversary of the Grant Date due to retirement in accordance with the applicable retirement policy, this Stock Option, to the extent not previously vested or forfeited, shall vest and become exercisable as follows: (a) Provided the First Tranche Share Price Component is timely satisfied, the First Tranche shall fully vest and become exercisable as of the later of the date the First Tranche Share Price Component is satisfied or the first anniversary after the Grant Date; (b) Provided the Second Tranche Share Price Component is timely satisfied, the Second Tranche shall fully vest and become exercisable as of the later of the date the Second Tranche Share Price Component is satisfied or the second anniversary after the Grant Date; and (c) Provided the Third Tranche Share Price Component is timely satisfied, the Third Tranche shall fully vest and become exercisable as of the later of the date the Third Tranche Share Price Component is satisfied or third anniversary after the Grant Date. In the event of the Employee’s termination due to retirement in accordance with the applicable retirement policy at any time prior to the Expiration Date, the Employee may exercise his or her vested rights, if any, under this Stock Option within five years from the date of termination, or vesting if later. In all cases, however, this Stock Option will expire no later than the Expiration Date. The Company’s obligation to vest the Stock Option under this paragraph is subject to the condition that (i) the Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company no later than the date immediately prior to the date of the Employee’s termination of employment, (ii) the Employee has not engaged in any conduct that creates a conflict of interest in the opinion of the Company during the Employee’s active employment with the Company and any-post employment period during which the Stock Option remains outstanding and (iii) the Employee is in compliance with any-post employment restrictions in the ARCIPD during the period in which the Stock Option remains outstanding.