Common use of Separation from the Company Clause in Contracts

Separation from the Company. If any of the circumstances listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s separation from the Company and the timing of the event. Death • The Performance Period shall be shortened to the beginning of the original Performance Period through the end of the year prior to the year of death. • If the Performance Criteria are met during the shortened Performance Period, instead of an award of Shares, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares that would have been earned based upon performance during the shortened period. If death occurs in the first year of the Performance Period, performance will be deemed to be at the target level. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days of the Recipient’s death. • If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days of the Recipient’s death. • If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earned. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days of the Recipient’s death. Disability • Performance Period continues. • After the performance is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. • Issue and/or release Shares within 90 days of Disability. Retirement • Awards held less than 12 months from the date of Award are forfeited. • For Awards held at least 12 months, the Performance Period continues. • After the performance is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirement. • Issue and/or release Shares within 90 days of Retirement. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirement. Company-Initiated Transfer to a Related Company • Performance Period continues. • After the performance is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. • Holding Period continues. • If all requirements met, Shares are released on the Release Date. Change in Control • Target number of Shares are issued and released just prior to Change in Control • Number of Shares earned are issued and/or released just prior to Change in Control (a) For purposes of determining “Disability,” the definition of “Disability” as contained in Section 5(a) of the Plan is replaced with the following definition:

Separation from the Company. If any of the circumstances listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result Recipient’s treatment depending on the reason for the Recipient’s separation from the Company and the timing of the event. Death • · The Performance Period shall be shortened to the beginning of the original Performance Period through the end of the year prior to the year of death. • · If the Performance Criteria are met during the shortened Performance Period, instead of an award of Shares, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares that would have been earned based upon performance during awarded on the shortened period. If death occurs in the first year of the Performance PeriodGrant Date, performance will be deemed to be at the target levelprorated as described below. The value shall be determined based on the closing price of the Shares on as the date of the Recipient’s February Compensation Committee meeting following the year of death and shall be paid within 90 days of on March 1 (or the Recipient’s next business day) in the year following death. • · If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days of the Recipient’s death. • If Shares Performance Criteria have not been issuedmet, there shall be no award. · If the Performance Criteria are met, instead of an award of Shares, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earnedthat would have been awarded on the Grant Date. The value shall be determined based as of the later of the Grant Date or the date of death and paid on the closing price 60th day (or the next business day) following the date of death. Shares granted will be released on the 60th day (or the next business day) following the Recipient’s death. Disability · The Performance Period continues. · At the end of the Performance Period, there will be no Award unless, and to the extent that, the Performance Criteria are met. · If the Performance Criteria are met, instead of an award of Shares, the Recipient shall be paid a cash amount equal to the value of the Shares that would have been awarded, prorated as described below, with the value determined as of the Grant Date and paid on March 1 (or the next business day) following the certification of results. · If the Performance Criteria have not been met, there shall be no award. · If the Performance Criteria are met, instead of an award of Shares, the Recipient shall be paid a cash amount equal to the value of the Shares that would have been awarded, with the value determined as of the Grant Date and paid on March 1 (or the next business day) following the certification of results.. Shares granted will be released on the 60th day (or the next business day) following the Recipient’s disability. Retirement · A grant of the target number of Shares will be made 30 days prior to the Recipient’s Retirement date (or on the closest business day thereto). · The Shares will remain subject to forfeiture for the remainder of the Performance Period. · At the end of the Performance Period, the applicable number of Shares shall be released if, and to the extent that, the Performance Criteria are met. The Shares shall be released on the later of i) March 1 (or the next business day) following the certification of results or ii) the date that is six months after the date of the Recipient’s death Retirement and separation from service. · Recipient must notify Company of intent to retire 90 days prior to retirement. · If the Performance Criteria have not yet been certified, a grant of the target number of Shares will be made 30 days prior to the Recipient’s Retirement date (or on the closest business day thereto). The Shares will remain subject to forfeiture until the Performance Criteria are certified. · Once the Performance Criteria are certified, the applicable number of Shares shall be paid within 90 days released if, and to the extent that, the Performance Criteria are met. The Shares shall be released on the later of i) March 1 (or the next business day) following the certification of results or ii) the date that is six months after the date of the Recipient’s deathRetirement and separation from service. Disability • Performance Period continues. • After the performance is certified, the number of Shares earned are issued and granted will be released within 90 days of the Performance Certification Date. • Issue and/or release Shares within 90 days of Disability. Retirement • Awards held less than 12 months from on the date of Award are forfeited. • For Awards held at least 12 months, the Performance Period continues. • After the performance which is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirementafter the Recipients Retirement and separation from service. • Issue and/or release Shares within 90 days of Retirement. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirement. Company-Initiated Transfer to a Related Company • · The Performance Period and Vesting Period continues. • After · At the performance is certified, the number of Shares earned are issued and released within 90 days end of the Performance Certification Period, there will be no Award unless, and to the extent that, the Performance Criteria are met. · If the Performance Criteria are met, instead of an award of Shares, the Recipient shall be paid a cash amount equal to the value of the Shares that would have been awarded, prorated as described below, paid on the Release Date, with the value determined as of the Release Date. • Holding In order to receive any payment, the Recipient must continue to be employed by a Related Company until the Release Date. · If the Performance Criteria have not been met, there shall be no award. · If the Performance Criteria are met, the Vesting Period continues. • If all requirements metProvided that the Recipient continues to be employed by a Related Company until the Release Date, instead of an award of Shares, the Recipient shall be paid a cash amount equal to the value of the Shares are that would have been awarded, paid on the Release Date, with the value determined as of the Release Date. · Vesting Period continues. · Shares granted will be released on the Release Date, provided all other terms and conditions are satisfied and Recipient continues to be employed by a Related Company until the Release Date. Change Resignation or termination (other than Retirement) Forfeit entire award. Forfeit entire award. Forfeit entire award. (i) Where a cash payment is provided, except where otherwise provided, the value of the Shares will be determined using the closing price per share, as reported on the New York Stock Exchange Composite Transactions listing on the applicable date (as defined according to the relevant situation above), or, if the New York Stock Exchange is not open for trading on such date, the trading date immediately preceding the applicable date. The cash payment will be subject to all applicable tax withholdings and made as of the date set forth above. (ii) Where references are made to a prorated award in Control • Target the chart above, except where otherwise expressly provided, the proration shall be determined using a fraction, the numerator of which is the number of Shares are issued whole months between the beginning of the Performance Period and released just prior to Change the date of the event (e.g., death, Disability, transfer, involuntary separation or Retirement) and the denominator being the number of months in Control • Number of Shares earned are issued and/or released just prior to Change in Controlthe Performance Period. (aiii) For purposes of determining “Disability,” the definition of “Disability” as contained in Section 5(a) of the Plan is replaced with the following definition:

Separation from the Company. If any of the circumstances listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s separation from the Company and the timing of the event. Death • · The Performance Period shall be shortened to the beginning of the original Performance Period through the end of the year prior to the year of death. • · If the Performance Criteria are met during the shortened Performance Period, instead of an award of Shares, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares that would have been earned based upon performance during the shortened period. If death occurs in the first year of the Performance Period, performance will be deemed to be at the target level. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days of the Recipient’s death. • · If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days of the Recipient’s death. • · If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earned. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days of the Recipient’s death. Disability • · Performance Period continues. • · After the performance is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. • · Issue and/or release Shares within 90 days of Disability. Retirement • · Awards held less than 12 months from the date of Award are forfeited. • · For Awards held at least 12 months, the Performance Period continues. • · After the performance is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirement. • · Issue and/or release Shares within 90 days of Retirement. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirement. Company-Initiated Transfer to a Related Company • · Performance Period continues. • · After the performance is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. • · Holding Period continues. • · If all requirements met, Shares are released on the Release Date. Change in Control • · Target number of Shares are issued and released just prior to Change in Control • · Number of Shares earned are issued and/or released just prior to Change in Control (a) For purposes of determining “Disability,” the definition of “Disability” as contained in Section 5(a) of the Plan is replaced with the following definition:

Separation from the Company. If any of the circumstances listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result Recipient’s treatment depending on the reason for the Recipient’s separation from the Company and the timing of the event. Death • · The Performance Period shall be shortened to the beginning of the original Performance Period through the end of the year prior to the year of death. • · If the Performance Criteria are met during the shortened Performance Period, instead of an award of Shares, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares that would have been earned based upon performance during awarded on the shortened period. If death occurs in the first year of the Performance PeriodGrant Date, performance will be deemed to be at the target levelprorated as described below. The value shall be determined based on the closing price of the Shares on as the date of the Recipient’s February Compensation Committee meeting following the year of death and shall be paid within 90 days of on March 1 (or the Recipient’s next business day) in the year following death. • · If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days of the Recipient’s death. • If Shares Performance Criteria have not been issuedmet, there shall be no award. · If the Performance Criteria are met, instead of an award of Shares, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earnedthat would have been awarded on the Grant Date. The value shall be determined based as of the later of the Grant Date or the date of death and paid on the closing price 60th day (or the next business day) following the date of death. Shares granted will be released on the 60th day (or the next business day) following the Recipient’s death. Disability · The Performance Period continues. · At the end of the Performance Period, there will be no Award unless, and to the extent that, the Performance Criteria are met. · If the Performance Criteria are met, instead of an award of Shares, the Recipient shall be paid a cash amount equal to the value of the Shares that would have been awarded, prorated as described below, with the value determined as of the Grant Date and paid on March 1 (or the next business day) following the certification of results. · If the Performance Criteria have not been met, there shall be no award. · If the Performance Criteria are met, instead of an award of Shares, the Recipient shall be paid a cash amount equal to the value of the Shares that would have been awarded, with the value determined as of the Grant Date and paid on March 1 (or the next business day) following the certification of results.. Shares granted will be released on the 60th day (or the next business day) following the Recipient’s disability. Retirement · For awards held at least 12 months from the date of grant, a grant of the target number of Shares will be made 30 days prior to the Recipient’s Retirement date (or on the closest business day thereto). · The Shares will remain subject to forfeiture for the remainder of the Performance Period. · At the end of the Performance Period, the applicable number of Shares shall be released if, and to the extent that, the Performance Criteria are met. The Shares shall be released on the later of i) March 1 (or the next business day) following the certification of results or ii) the date that is six months after the date of the Recipient’s death Retirement and separation from service. · Recipient must notify Company of intent to retire 90 days prior to retirement. · If the Performance Criteria have not yet been certified, a grant of the target number of Shares will be made 30 days prior to the Recipient’s Retirement date (or on the closest business day thereto). The Shares will remain subject to forfeiture until the Performance Criteria are certified. · Once the Performance Criteria are certified, the applicable number of Shares shall be paid within 90 days released if, and to the extent that, the Performance Criteria are met. The Shares shall be released on the later of i) March 1 (or the next business day) following the certification of results or ii) the date that is six months after the date of the Recipient’s deathRetirement and separation from service. Disability • Performance Period continues. • After the performance is certified, the number of Shares earned are issued and granted will be released within 90 days of the Performance Certification Date. • Issue and/or release Shares within 90 days of Disability. Retirement • Awards held less than 12 months from on the date of Award are forfeited. • For Awards held at least 12 months, the Performance Period continues. • After the performance which is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirementafter the Recipients Retirement and separation from service. • Issue and/or release Shares within 90 days of Retirement. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirement. Company-Initiated Transfer to a Related Company • · The Performance Period and Vesting Period continues. • After · At the performance is certified, the number of Shares earned are issued and released within 90 days end of the Performance Certification Period, there will be no Award unless, and to the extent that, the Performance Criteria are met. · If the Performance Criteria are met, instead of an award of Shares, the Recipient shall be paid a cash amount equal to the value of the Shares that would have been awarded, prorated as described below, paid on the Release Date, with the value determined as of the Release Date. • Holding In order to receive any payment, the Recipient must continue to be employed by a Related Company until the Release Date. · If the Performance Criteria have not been met, there shall be no award. · If the Performance Criteria are met, the Vesting Period continues. • If all requirements metProvided that the Recipient continues to be employed by a Related Company until the Release Date, instead of an award of Shares, the Recipient shall be paid a cash amount equal to the value of the Shares are that would have been awarded, paid on the Release Date, with the value determined as of the Release Date. · Vesting Period continues. · Shares granted will be released on the Release Date, provided all other terms and conditions are satisfied and Recipient continues to be employed by a Related Company until the Release Date. Change Resignation or termination (other than Retirement) Forfeit entire award. Forfeit entire award. Forfeit entire award. (i) Where a cash payment is provided, except where otherwise provided, the value of the Shares will be determined using the closing price per share, as reported on the New York Stock Exchange Composite Transactions listing on the applicable date (as defined according to the relevant situation above), or, if the New York Stock Exchange is not open for trading on such date, the trading date immediately preceding the applicable date. The cash payment will be subject to all applicable tax withholdings and made as of the date set forth above. (ii) Where references are made to a prorated award in Control • Target the chart above, except where otherwise expressly provided, the proration shall be determined using a fraction, the numerator of which is the number of Shares are issued whole months between the beginning of the Performance Period and released just prior to Change the date of the event (e.g., death, Disability, transfer, involuntary separation or Retirement) and the denominator being the number of months in Control • Number of Shares earned are issued and/or released just prior to Change in Controlthe Performance Period. (aiii) For purposes of determining “Disability,” the definition of “Disability” as contained in Section 5(a) of the Plan is replaced with the following definition:

Separation from the Company. If any of the circumstances listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s separation from the Company and the timing of the event. Death • The Performance Period shall be shortened to the beginning of the original Performance Period through the end of the year prior to the year of death. • If the Performance Criteria are met during the shortened Performance Period, instead of an award of Shares, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares that would have been earned based upon performance during the shortened period. If death occurs in the first year of the Performance Period, performance will be deemed to be at the target level. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days of the Recipient’s death. • If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days of the Recipient’s death. • If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earned. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days of the Recipient’s death. Disability • Performance Period continues. • After the performance is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. • Issue and/or release Shares within 90 days of Disability. Retirement • Awards held less than 12 months from the date of Award are forfeited. • For Awards held at least 12 months, the The Performance Period continues. • After the performance is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirement. • Issue and/or release Shares within 90 days of Retirement. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following Retirement. Company-Initiated Transfer to a Related Company • Performance Period continues. • After the performance is certified, the number of Shares earned are issued and released within 90 days of the Performance Certification Date. • Holding Period continues. • If all requirements met, Shares are released on the Release Date. Change in Control • Target number of Shares are issued and released just prior to Change in Control • Number of Shares earned are issued and/or released just prior to Change in Control (a) For purposes of determining “Disability,” the definition of “Disability” as contained in Section 5(a) of the Plan is replaced with the following definition: