Common use of Rule of 70 Clause in Contracts

Rule of 70. If Xxxxxxx’s employment with the Company terminates (other than for Cause) prior to the expiration of the Performance Period and on or after Xxxxxxx’s Rule of 70 Date, as defined below, then the Award shall be earned on a pro-rata basis and paid based on the Total Shareholder Return calculated through the end of the Performance Period, as if the Grantee remained an active employee of the Company. For this purpose, the “Rule of 70 Date” means the date that the sum of the Grantee’s age plus total Service, as defined below, is equal to or greater than seventy (70), so long as Grantee’s age is equal to or greater than 60. “Service” means the aggregate number of completed years of continued employment with the Company (including any period of service as a non-employee director), as conclusively determined by the Company without regard to any later determinations or findings regarding Xxxxxxx’s employment status by any third party.

Rule of 70. If Xxxxxxx’s employment with the Company terminates (other than for Cause) prior to the expiration of the Performance Period and on or after Xxxxxxx’s Rule of 70 Date, as defined below, then the Award shall be earned on a pro-rata basis and paid based on the Total Shareholder Return ROIC calculated through the end of the Performance Period, as if the Grantee remained an active employee of the Company. For this purpose, the “Rule of 70 Date” means the date that the sum of the Grantee’s age plus total Service, as defined below, is equal to or greater than seventy (70), so long as Grantee’s age is equal to or greater than 60. “Service” means the aggregate number of completed years of continued employment with the Company (including any period of service as a non-employee director)Company, as conclusively determined by the Company without regard to any later determinations or findings regarding Xxxxxxx’s employment status by any third party.