Common use of Retirement Terminations Clause in Contracts

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs equal to the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period. All other PSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period. (iii) In consideration of the treatment of your Target PSUs upon your Retirement Termination as set forth in this Section 4(c), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i) and (ii), the terms of Sections 4(c)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31, 2014 A pro-rated portion of your Target PSUs will vest as follows: the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period. All other PSUs that do not vest and convert into Shares shall be forfeited in their entirety. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs unvested RSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs unvested RSUs equal to the product of (ix) the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (iiy) the quotient of (A) the total number of months you were employed with the Company during the Performance Vesting Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs Any unvested RSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i4(d)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs unvested RSUs will fully vest and convert into Shares on the Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs unvested RSUs upon your Retirement Termination as set forth in this Section 4(c4(d), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i4(d)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i4(d)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i4(d)(i) and (ii), the terms of Sections 4(c)(i4(d)(i) and (ii) shall prevail. Age and Service Requirements Date on Which Age and Service Requirements Must be Satisfied Treatment Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31, 2014 A pro-rated prorated portion of your Target PSUs unvested RSUs will vest as follows: the product of (i) the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (ii) the quotient of (Aa) the total number of months you were employed with the Company during the Performance Vesting Period (rounding up partial months) divided by (Bb) 36. Such The pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares Any remaining unvested RSUs shall be forfeited in their entiretyforfeited. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs unvested RSUs will vest and convert into Shares on the Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs unvested RSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the applicable Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs unvested RSUs equal to the product of (ix) one-third of the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (iiy) the quotient of (A) the total number of months you were employed with the Company during the Performance applicable Vesting Period (rounding up partial months) divided by (B) 3612. Such pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment next regularly scheduled Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs Any unvested RSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i4(d)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs unvested RSUs will fully vest and convert into Shares in accordance with the schedule set forth in Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs unvested RSUs upon your Retirement Termination as set forth in this Section 4(c4(d), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i4(d)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i4(d)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i4(d)(i) and (ii), the terms of Sections 4(c)(i4(d)(i) and (ii) shall prevail. Age and Service Requirements Date on Which Age and Service Requirements Must be Satisfied Treatment Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31February 7, 2014 2019 A pro-rated prorated portion of your Target PSUs unvested RSUs will vest as follows: the product of (i) 1/3 of the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (ii) the quotient of (Aa) the total number of months you were employed with the Company during the Performance applicable Vesting Period (rounding up partial months) divided by (Bb) 3612. Such The pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment next regularly scheduled Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares Any remaining unvested RSUs shall be forfeited in their entiretyforfeited. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs unvested RSUs will vest and convert into Shares in accordance with the schedule set forth in Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs equal to the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs upon your Retirement Termination as set forth in this Section 4(c), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i) and (ii), the terms of Sections 4(c)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31, 2014 Grant Date A pro-rated portion of your Target PSUs will vest as follows: the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares shall be forfeited in their entirety. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs equal to the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 3660. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs upon your Retirement Termination as set forth in this Section 4(c), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i) and (ii), the terms of Sections 4(c)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31, 2014 Grant Date A pro-rated portion of your Target PSUs will vest as follows: the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 3660. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares shall be forfeited in their entirety. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs equal to the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period. All other PSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period. (iii) In consideration of the treatment of your Target PSUs upon your Retirement Termination as set forth in this Section 4(c), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i) and (ii), the terms of Sections 4(c)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31February 7, 2014 2019 A pro-rated portion of your Target PSUs will vest as follows: the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period. All other PSUs that do not vest and convert into Shares shall be forfeited in their entirety. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs equal to the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs (rounded down to the nearest whole number for this purpose) will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period. All other PSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period. (iii) In consideration of the treatment of your Target PSUs upon your Retirement Termination as set forth in this Section 4(c), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i) and (ii), the terms of Sections 4(c)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31February 7, 2014 2019 A pro-rated portion of your Target PSUs will vest as follows: the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs (rounded down to the nearest whole number for this purpose) will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period. All other PSUs that do not vest and convert into Shares shall be forfeited in their entirety. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs equal to the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs upon your Retirement Termination as set forth in this Section 4(c), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i) and (ii), the terms of Sections 4(c)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31February 7, 2014 2019 A pro-rated portion of your Target PSUs will vest as follows: the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares shall be forfeited in their entirety. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs unvested RSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs unvested RSUs equal to the product of (ix) the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (iiy) the quotient of (A) the total number of months you were employed with the Company during the Performance Vesting Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs RSUs (rounded down to the nearest whole number for this purpose) will vest and convert into Shares on the Adjustment Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs Any unvested RSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i4(d)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs unvested RSUs will fully vest and convert into Shares on the Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs unvested RSUs upon your Retirement Termination as set forth in this Section 4(c4(d), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i4(d)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i4(d)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i4(d)(i) and (ii), the terms of Sections 4(c)(i4(d)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31February 7, 2014 2019 A pro-rated prorated portion of your Target PSUs unvested RSUs will vest as follows: the product of (i) the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (ii) the quotient of (Aa) the total number of months you were employed with the Company during the Performance Vesting Period (rounding up partial months) divided by (Bb) 36. Such The pro-rated Target PSUs RSUs (rounded down to the nearest whole number for this purpose) will vest and convert into Shares on the Adjustment Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares Any remaining unvested RSUs shall be forfeited in their entiretyforfeited. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs unvested RSUs will vest and convert into Shares on the Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs unvested RSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the applicable Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs unvested RSUs equal to the product of (ix) one-third of the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (iiy) the quotient of (A) the total number of months you were employed with the Company during the Performance applicable Vesting Period (rounding up partial months) divided by (B) 3612. Such pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment next regularly scheduled Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs Any unvested RSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i4(d)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs unvested RSUs will fully vest and convert into Shares in accordance with the schedule set forth in Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs unvested RSUs upon your Retirement Termination as set forth in this Section 4(c4(d), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i4(d)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i4(d)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i4(d)(i) and (ii), the terms of Sections 4(c)(i4(d)(i) and (ii) shall prevail. Age and Service Requirements Date on Which Age and Service Requirements Must be Satisfied Treatment Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31, 2014 A pro-rated prorated portion of your Target PSUs unvested RSUs will vest as follows: the product of (i) 1/3 of the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (ii) the quotient of (Aa) the total number of months you were employed with the Company during the Performance applicable Vesting Period (rounding up partial months) divided by (Bb) 3612. Such The pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment next regularly scheduled Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares Any remaining unvested RSUs shall be forfeited in their entiretyforfeited. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs unvested RSUs will vest and convert into Shares in accordance with the schedule set forth in Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs equal to the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 3660. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs upon your Retirement Termination as set forth in this Section 4(c), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i) and (ii), the terms of Sections 4(c)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31February 7, 2014 2019 A pro-rated portion of your Target PSUs will vest as follows: the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 3660. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares shall be forfeited in their entirety. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs unvested RSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs unvested RSUs equal to the product of (ix) the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (iiy) the quotient of (A) the total number of months you were employed with the Company during the Performance Vesting Period (rounding up partial months) divided by (B) 36. Such pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs Any unvested RSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i4(d)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs unvested RSUs will fully vest and convert into Shares on the Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs unvested RSUs upon your Retirement Termination as set forth in this Section 4(c4(d), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i4(d)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i4(d)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i4(d)(i) and (ii), the terms of Sections 4(c)(i4(d)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31February 7, 2014 2019 A pro-rated prorated portion of your Target PSUs unvested RSUs will vest as follows: the product of (i) the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (ii) the quotient of (Aa) the total number of months you were employed with the Company during the Performance Vesting Period (rounding up partial months) divided by (Bb) 36. Such The pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares Any remaining unvested RSUs shall be forfeited in their entiretyforfeited. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs unvested RSUs will vest and convert into Shares on the Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs unvested RSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the applicable Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs unvested RSUs equal to the product of (ix) one-third of the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (iiy) the quotient of (A) the total number of months you were employed with the Company during the Performance applicable Vesting Period (rounding up partial months) divided by (B) 3612. Such pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment next regularly scheduled Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs Any unvested RSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i4(d)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs unvested RSUs will fully vest and convert into Shares in accordance with the schedule set forth in Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs unvested RSUs upon your Retirement Termination as set forth in this Section 4(c4(d), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i4(d)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i4(d)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i4(d)(i) and (ii), the terms of Sections 4(c)(i4(d)(i) and (ii) shall prevail. Age and Service Requirements Date on Which Age and Service Requirements Must be Satisfied Treatment Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31, 2014 Grant Date A pro-rated prorated portion of your Target PSUs unvested RSUs will vest as follows: the product of (i) 1/3 of the total number of Target PSUs RSUs granted to you pursuant to this Award Agreement multiplied by (ii) the quotient of (Aa) the total number of months you were employed with the Company during the Performance applicable Vesting Period (rounding up partial months) divided by (Bb) 3612. Such The pro-rated Target PSUs RSUs will vest and convert into Shares on the Adjustment next regularly scheduled Vesting Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares Any remaining unvested RSUs shall be forfeited in their entiretyforfeited. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs unvested RSUs will vest and convert into Shares in accordance with the schedule set forth in Section 2 and shall not be subject to the Post-Vest Holding Period2.

Retirement Terminations. In the event of your applicable Retirement Termination, your Target PSUs shall be eligible for the treatment specified below; provided that (x) you are in compliance with the Notice Requirements and all of the restrictive covenants set forth in Exhibit B, in each case, as of the Vesting Date and (y) you execute and do not revoke an agreement and release of claims satisfactory to the Company, which will contain restrictive covenants substantially in the form as those set forth in Exhibit B, within 60 days following termination of your employment. (i) In the event of your Legacy Retirement Termination or 55/10 Retirement Termination, you will be entitled to receive a pro-rated portion of your Target PSUs equal to the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 3660. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares in accordance with this Section 4(c)(i) shall be forfeited in their entirety. (ii) In the event of your 62/10 Retirement Termination, your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. (iii) In consideration of the treatment of your Target PSUs upon your Retirement Termination as set forth in this Section 4(c), you agree to be bound by, and to comply with, all of the restrictive covenants set forth in Exhibit B to this Award Agreement. (iv) The following chart provides a summary overview of the treatment of your awards upon a Retirement Termination, as set forth in Sections 4(c)(i) and (ii). This summary chart is qualified in its entirety by the terms of Sections 4(c)(i) and (ii). In the event of any inconsistency between the terms of the below chart and Sections 4(c)(i) and (ii), the terms of Sections 4(c)(i) and (ii) shall prevail. Legacy Retirement Eligibility (see definition of “Legacy Retirement Eligibility”) December 31, 2014 A pro-rated portion of your Target PSUs will vest as follows: the product of (i) the total number of Target PSUs multiplied by (ii) the quotient of (A) the total number of months you were employed with the Company during the Performance Period (rounding up partial months) divided by (B) 3660. Such pro-rated Target PSUs will vest and convert into Shares on the Adjustment Date in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2. All other PSUs that do not vest and convert into Shares shall be forfeited in their entirety. Age 62 and 10 years of service (see definition of “62/10 Retirement Eligibility”) Vesting Date All of your Target PSUs will vest and convert into Shares in accordance with Section 2 and shall not be subject to the Post-Vest Holding Period2.