Common use of Retirement Option Clause in Contracts

Retirement Option. Provided that, at the time of election, the Employee (x) is actively employed by the Company, (y) has reached the age of 55, and (z) has been employed by the Company as member of the Executive Group for at least five years the Employee may elect, by providing written notice to the Company in the form attached hereto as Exhibit B, the Retirement Option, as outlined below: (i) Within 15 days of the Employee’s exercise of the Retirement Option, the Company and the Employee will attempt to agree upon the length a “Transition Period” of between six and 12 months. The Transition Period shall commence as of the date of Employee’s written notice to the Company of Retirement Option. A. If the parties are unable, within the 15-day period, to agree on the length of the Transition Period, then the Transition Period shall be for six months. B. During the Transition Period, the Employee will remain actively employed, at Employee’s then-current rate of compensation, and, in addition to Employee’s other regular functions and responsibilities, will assist the Company in identifying, recruiting, and training the Employee’s replacement. The Employee will continue to be responsible for the management, direction, and performance of his/her division, operating unit or department during the Transition Period to the full extent that Employee was so responsible prior to the Transition Period. (ii) At the conclusion of the Transition Period, the term of employment hereunder will cease and Employee will become an advisor to the Company (the “Advisory Period”) as follows: A. The Advisory Period will extend for 36 months. During the Advisory Period, the Employee will receive compensation as follows: (x) for the first 12 months, Employee’s then-current annual salary and bonus; (y) for the second 12 months, annual salary, plus 50% bonus; and (z) for the third 12 months, annual salary only. The bonus amount paid in (x) and (y) will be calculated as follows: The bonus amount paid will be the greater of Target Bonus or the average of the two most recent full year Annual Bonuses. All payments pursuant to this subsection shall be made in accordance with the Company’s ordinary timing and procedures for salary and bonus compensation. B. The Employee will continue to vest in any outstanding stock options and long-term cash incentives (or any other similar plan) during the Advisory Period; however, the Employee will not be entitled to any additional awards or grants. The Employee will also continue to be eligible to participate in any benefit plan (including medical, dental and vision care, long-term disability, and life insurance) as if he/she were actively employed during the Advisory Period. If the Employee elected premium reimbursement from the Company in lieu of full group term life insurance, the payments in effect at the end of the Transition Period will be continued until the end of the Advisory Period. If the Employee did not elect premium reimbursement from the Company, group term life insurance equal to the amount provided at the end of the Transition Period will be continued until the end of the Advisory Period. C. The Employee will not be provided with office space or secretarial services by the Company during the Advisory Period. However, as soon as possible following the end of the Transition Period, the Employee will receive a lump-sum payment of $10,000, less appropriate taxes and deductions, as reimbursement for office expenses incurred during the Advisory Period. No further payments or reimbursements will be made for office space or secretarial services during the Advisory Period. D. During the Advisory Period, the Employee will be eligible for reimbursement of financial and estate planning expenses, in the same amount and under the same terms as other employees at Employee’s level. E. The Employee shall not be eligible for a Company-provided car or car allowance during the Advisory Period. Any Company-provided car in the possession of the Employee will be returned by Employee to the Company prior to commencement of the Advisory Period. F. During the Advisory Period, the Employee will provide such advisory services concerning the business, affairs and management of the Company as may be requested by the Company’s management, but shall not be required to devote more than five days per month (up to eight hours per day), to such services. The services shall be performed at a time and place mutually convenient to both parties. The Company will reimburse the Employee for any expenses reasonably and necessarily incurred in providing such services, other than expenses of the nature set forth in Section 5(c)(ii)(C). The Company may require proof of the expenses incurred, via receipts or other appropriate documentation. G. The election of this Retirement Option, including the compensation and benefits payable during the Transition Period and the Advisory Period described herein above, are in lieu of any and all benefits, compensation, and payments otherwise available under this Agreement. Employee shall have no further rights to such compensation and benefits hereunder, except as outlined in this Section 5(c), once Employee elects this Retirement Option. Employee will continue to be bound to Employee’s obligations under this Agreement, except where expressly modified herein. H. If the Employee accepts other employment during the Advisory Period, (1) he/she will be terminated from payroll and will receive a lump-sum payment for the balance of the salary and bonuses payable during the Advisory Period and (2) his/her participation in all incentive, benefit and insurance plans or perquisites of the Company including Stock Option and Long Term Cash Plans, shall be determined in accordance with Company procedures and plan documents. Notwithstanding the preceding sentence, if the Employee accepts employment with any not-for-profit Entity (defined as an entity that is exempt or in the process of obtaining exemption from federal taxation under Section 50l(c)(3) of the Internal Revenue Code), then the Employee shall be entitled to remain on the payroll of the Company and receive the payments as provided above. I. Unless specifically requested by the Company, the Employee will not be expected to attend any management meetings, trade shows, conferences, or other similar events or activities, and will not be reimbursed for the costs of such activities during the Advisory Period. J. The Employee’s election of the Retirement Option as outlined herein shall be irrevocable. K. The Employee shall, in partial consideration for the payments to be made pursuant to Employee’s election of the Retirement Option, execute and deliver to the Company a release as described in Section 6(b).

Retirement Option. Provided that, at the time of election, the Employee Executive (xa) is actively employed by the Company, (yb) has reached the age of 55fifty-five, and (zc) has been employed by the Company as member of the Executive Group (as defined in Section 3.6) for at least five years the Employee Executive may elect, by providing written notice to the Company in the form attached hereto as Exhibit “B, ,” the Retirement Option, as outlined below: (i) 4.11.1. Within 15 fifteen days of the EmployeeExecutive’s exercise of the Retirement Option, the Company and the Employee Executive will attempt to agree upon the length a “Transition Period” of between six and 12 twelve months. The Transition Period shall commence as of the date of EmployeeExecutive’s written notice to the Company of his/her Retirement OptionOption election. A. 4.11.1.1. If the parties are unable, within the 15fifteen-day period, to agree on the length of the Transition Period, then the Transition Period shall be for six months. B. 4.11.1.2. During the Transition Period, the Employee Executive will remain actively employed, at EmployeeExecutive’s then-current rate of compensation, and, in addition to EmployeeExecutive’s other regular functions and responsibilities, will assist the Company in identifying, recruiting, and training the EmployeeExecutive’s replacement. The Employee Executive will continue to be responsible for the management, direction, and performance of his/her division, operating unit or department during the Transition Period to the full extent that Employee Executive was so responsible prior to the Transition Period. (ii) 4.11.2. At the conclusion of the Transition Period, the term of employment hereunder will cease and Employee Executive will become an advisor to the Company (the “Advisory Period”) as follows: A. 4.11.2.1. The Advisory Period will extend for 36 thirty-six months. During the Advisory Period, the Employee Executive will receive compensation as follows: (xa) for the first 12 twelve months, EmployeeExecutive’s then-current annual salary Base Salary and bonus; (yb) for the second 12 twelve months, annual salaryBase Salary, plus 50% bonus; and (zc) for the third 12 twelve months, annual salary Base Salary only. The bonus amount paid in (xa) and (yb) will be calculated as follows: The bonus amount paid will be the greater of Target Bonus or the average of the two most recent full year Annual BonusesBonuses earned (excluding any special or spot bonuses). All payments pursuant to this subsection shall be made in accordance with the Company’s ordinary timing and procedures for salary and bonus compensation. B. 4.11.2.2. The Employee Executive will continue to vest in any outstanding stock options and long-term cash incentives (or any other similar plan) during the Advisory Period; however, the Employee Executive will not be entitled to any additional awards or grants. The Employee Executive will also continue to be eligible to participate in any deferred compensation plans and any Company-sponsored benefit plan plans, savings plans, pension plans and group insurance plans (including medical, dental and vision care, long-term disability, and life insurance) as if he/she were actively employed during the Advisory Period. If the Employee Executive elected premium reimbursement from the Company in lieu of full Company-paid group term life insurance, the payments in effect at the end of the Transition Period will be continued until the end of the Advisory Period. If the Employee did not elect premium reimbursement from the Company, group term life insurance equal to the amount provided at the end of the Transition Period will be continued until the end of the Advisory Period. C. The Employee will not be provided with office space or secretarial services by the Company during the Advisory Period. However, as soon as possible following the end of the Transition Period, the Employee will receive a lump-sum payment of $10,000, less appropriate taxes and deductions, as reimbursement for office expenses incurred during the Advisory Period. No further payments or reimbursements will be made for office space or secretarial services during the Advisory Period. D. During the Advisory Period, the Employee will be eligible for reimbursement of financial and estate planning expenses, in the same amount and under the same terms as other employees at Employee’s level. E. The Employee shall not be eligible for a Company-provided car or car allowance during the Advisory Period. Any Company-provided car in the possession of the Employee will be returned by Employee to the Company prior to commencement of the Advisory Period. F. During the Advisory Period, the Employee will provide such advisory services concerning the business, affairs and management of the Company as may be requested by the Company’s management, but shall not be required to devote more than five days per month (up to eight hours per day), to such services. The services shall be performed at a time and place mutually convenient to both parties. The Company will reimburse the Employee for any expenses reasonably and necessarily incurred in providing such services, other than expenses of the nature set forth in Section 5(c)(ii)(C). The Company may require proof of the expenses incurred, via receipts or other appropriate documentation. G. The election of this Retirement Option, including the compensation and benefits payable during the Transition Period and the Advisory Period described herein above, are in lieu of any and all benefits, compensation, and payments otherwise available under this Agreement. Employee shall have no further rights to such compensation and benefits hereunder, except as outlined in this Section 5(c), once Employee elects this Retirement Option. Employee will continue to be bound to Employee’s obligations under this Agreement, except where expressly modified herein. H. If the Employee accepts other employment during the Advisory Period, (1) he/she will be terminated from payroll and will receive a lump-sum payment for the balance of the salary and bonuses payable during the Advisory Period and (2) his/her participation in all incentive, benefit and insurance plans or perquisites of the Company including Stock Option and Long Term Cash Plans, shall be determined in accordance with Company procedures and plan documents. Notwithstanding the preceding sentence, if the Employee accepts employment with any not-for-profit Entity (defined as an entity that is exempt or in the process of obtaining exemption from federal taxation under Section 50l(c)(3) of the Internal Revenue Code), then the Employee shall be entitled to remain on the payroll of the Company and receive the payments as provided above. I. Unless specifically requested by the Company, the Employee will not be expected to attend any management meetings, trade shows, conferences, or other similar events or activities, and will not be reimbursed for the costs of such activities during the Advisory Period. J. The Employee’s election of the Retirement Option as outlined herein shall be irrevocable. K. The Employee shall, in partial consideration for the payments to be made pursuant to Employee’s election of the Retirement Option, execute and deliver to the Company a release as described in Section 6(b).the

Retirement Option. Provided that, at the time of election, the Employee (x) is actively employed by the Company, (y) has reached the age of 55, and (z) has been employed by the Company as member of the Executive Group for at least five years the Employee may elect, by providing written notice to the Company in the form attached hereto as Exhibit B, the Retirement Option, as outlined below: (i) Within 15 days of the Employee’s exercise of the Retirement Option, the Company and the Employee will attempt to agree upon the length a “Transition Period” of between six and 12 months. The Transition Period shall commence as of the date of Employee’s written notice to the Company of Retirement Option. A. If the parties are unable, within the 15-day period, to agree on the length of the Transition Period, then the Transition Period shall be for six months. B. During the Transition Period, the Employee will remain actively employed, at Employee’s then-current rate of compensation, and, in addition to Employee’s other regular functions and responsibilities, will assist the Company in identifying, recruiting, and training the Employee’s replacement. The Employee will continue to be responsible for the management, direction, and performance of his/her division, operating unit or department during the Transition Period to the full extent that Employee was so responsible prior to the Transition Period. (ii) At the conclusion of the Transition Period, the term of employment hereunder will cease and Employee will become an advisor to the Company (the “Advisory Period”) as follows: A. The Advisory Period will extend for 36 months. During the Advisory Period, the Employee will receive compensation as follows: (x) for the first 12 months, Employee’s then-current annual salary and bonus; (y) for the second 12 months, annual salary, plus 50% bonus; and (z) for the third 12 months, annual salary only. The bonus amount paid in (x) and (y) will be calculated as follows: The bonus amount paid will be the greater of Target Bonus or the average of the two most recent full year Annual Bonuses. All payments pursuant to this subsection shall be made in accordance with the Company’s ordinary timing and procedures for salary and bonus compensation. B. The Employee will continue to vest in any outstanding stock options and long-term cash incentives (or any other similar plan) during the Advisory Period; however, the Employee will not be entitled to any additional awards or grants. The Employee will also continue to be eligible to participate in any benefit plan (including medical, dental and vision care, long-term disability, and life insurance) as if he/she were actively employed during the Advisory Period. If the Employee elected premium reimbursement from the Company in lieu of full group term life insurance, the payments in effect at the end of the Transition Period will be continued until the end of the Advisory Period. If the Employee did not elect premium reimbursement from the Company, group term life insurance equal to the amount provided at the end of the Transition Period will be continued until the end of the Advisory Period. C. The Employee will not be provided with office space or secretarial services by the Company during the Advisory Period. However, as soon as possible following the end of the Transition Period, the Employee will receive a lump-sum payment of $10,000, less appropriate taxes and deductions, as reimbursement for office expenses incurred during the Advisory Period. No further payments or reimbursements will be made for office space or secretarial services during the Advisory Period. D. During the Advisory Period, the Employee will be eligible for reimbursement of financial and estate planning expenses, in the same amount and under the same terms as other employees at Employee’s level. E. The Employee shall not be eligible for a Company-provided car or car allowance during the Advisory Period. Any Company-provided car in the possession of the Employee will be returned by Employee to the Company prior to commencement of the Advisory Period. F. During the Advisory Period, the Employee will provide such advisory services concerning the business, affairs and management of the Company as may be requested by the Company’s management, but shall not be required to devote more than five days per month (up to eight hours per day), to such services. The services shall be performed at a time and place mutually convenient to both parties. The Company will reimburse the Employee for any expenses reasonably and necessarily incurred in providing such services, other than expenses of the nature set forth in Section 5(c)(ii)(C). The Company may require proof of the expenses incurred, via receipts or other appropriate documentation. G. The election of this Retirement Option, including the compensation and benefits payable during the Transition Period and the Advisory Period described herein above, are in lieu of any and all benefits, compensation, and payments otherwise available under this Agreement. Employee shall have no further rights to such compensation and benefits hereunder, except as outlined in this Section 5(c), once Employee elects this Retirement Option. Employee will continue to be bound to Employee’s obligations under this Agreement, except where expressly modified herein. H. If the Employee accepts other employment during the Advisory Period, (1) he/she will be terminated from payroll and will receive a lump-sum payment for the balance of the salary and bonuses payable during the Advisory Period and (2) his/her participation in all incentive, benefit and insurance plans or perquisites of the Company including Stock Option and Long Term Cash Plans, shall be determined in accordance with Company procedures and plan documents. Notwithstanding the preceding sentence, if the Employee accepts employment with any not-for-profit Entity (defined as an entity that is exempt or in the process of obtaining exemption from federal taxation under Section 50l(c)(3501(c)(3) of the Internal Revenue Code), then the Employee shall be entitled to remain on the payroll of the Company and receive the payments as provided above. I. Unless specifically requested by the Company, the Employee will not be expected to attend any management meetings, trade shows, conferences, or other similar events or activities, and will not be reimbursed for the costs of such activities during the Advisory Period. J. The Employee’s election of the Retirement Option as outlined herein shall be irrevocable. K. The Employee shall, in partial consideration for the payments to be made pursuant to Employee’s election of the Retirement Option, execute and deliver to the Company a release as described in Section 6(b).