Common use of Termination and Forfeiture Clause in Contracts

Termination and Forfeiture. 4.1 If your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant Date by reason of your death, disability or normal retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participate, the Escrow Agent will, as promptly as practicable, deliver to you, or your account at the Administrator referred to in Section 2 (in the case of disability or your normal retirement), or your beneficiary(ies) (in the case of your death) a certificate representing all of the Restricted Shares awarded to you hereunder and all accumulated dividends on the Restricted Shares, together with interest or other earnings thereon (if any). The existence and date of disability will be determined by the Committee and its determination shall be final and conclusive. 4.2 If your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant Date for any reason other than your death, disability or normal retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participate, all of the Restricted Shares, and any rights thereto, awarded to you hereunder, all accumulated dividends in respect thereof and interest thereon (if any) will be forfeited by you and returned by the Escrow Agent to the Corporation and you will have no further rights with respect thereto. 4.3 Notwithstanding Section 4.2 above, if your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant Date by reason of your early retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participate, the Committee, in its sole discretion, may (but is not obligated to) determine that it will deliver to you, or your account at the Administrator referred to in Section 2, on a specified date a certificate representing a proportionate number of the Restricted Shares awarded to you hereunder based on the number of calendar days elapsed (as of the date of such early retirement) in the vesting period ending on the third anniversary of the Grant Date, together with a proportionate amount of the accumulated dividends in respect thereof also based on the number of calendar days elapsed (as of the date of such early retirement) in the vesting period ending on the third anniversary of the Grant Date, and any interest or other earnings on such proportionate amount (if any).

Termination and Forfeiture. 4.1 5.1 If (i) your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant final Vesting Date by reason of your death, permanent total disability or normal retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participate“Full Retirement” (as defined below) , the Escrow Transfer Agent will, as promptly as practicable, deliver to you, or your account at the Administrator referred to in Section 2 3 (in the case of permanent total disability or your normal retirementFull Retirement), or your beneficiary(ies) (in the case of your death) a certificate representing all of the Restricted Shares awarded to you hereunder and all accumulated dividends on the Restricted Shares, together with interest or other earnings thereon (if any)in each case, that have not previously been delivered to you. The existence and date of permanent total disability will be determined by the Committee and its determination shall be final and conclusive. Notwithstanding anything in this Section 5.1 to the contrary, in the event that the Corporation determines that there are any amounts required to be withheld on account of you becoming eligible for Full Retirement, a sufficient number of Restricted Shares shall vest and be available to be sold by the Administrator in accordance with Section 8 here to satisfy any withholding tax obligation. 4.2 5.2 If your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant final Vesting Date for any reason other than your death, permanent total disability or normal retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participateFull Retirement, all of the Restricted Shares, Shares and any rights thereto, awarded to you hereunder, all accumulated dividends in respect thereof and interest thereon (if any) thereof, in each case that have not previously become vested in accordance with Section 2, will be forfeited by you and returned by the Escrow Transfer Agent to the Corporation and you will have no further rights with respect thereto. 4.3 5.3 Notwithstanding Section 4.2 5.2 above, if (i) your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant final Vesting Date by reason of your early retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participate“Early Retirement” (as defined below), the Committee, in its sole discretion, may (but is not obligated to) determine that it will deliver to you, or your account at the Administrator referred to in Section 2, on a specified date a certificate representing a proportionate number of the Restricted Shares awarded to you hereunder based on the number of calendar days elapsed (as of the date of such early retirement) in the vesting period ending on the third anniversary of the Grant Date, together with a proportionate amount of the accumulated dividends in respect thereof also based on the number of calendar days elapsed (as of the date of such early retirement) in the vesting period ending on the third anniversary of the Grant Date, and any interest or other earnings on such proportionate amount (if any).sole

Termination and Forfeiture. 4.1 If your 6.1 Unless otherwise determined by the Committee, all Options will terminate in accordance with Sections 6.2, 6.3 and 6.4 below, as the case may be. In any event, all Options will terminate upon the tenth anniversary of the Grant Date. 6.2 Subject to any determination of the Committee pursuant to Section 6.01 of the Plan, if an Optionee’s employment with the Corporation or any Subsidiary terminates prior for any reason (other than by reason of the Optionee’s death, disability or normal or early retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which the Optionee participates) all Options, to the third extent not exercisable on the date of any such termination of employment, will be forfeited and cancelled by the Corporation. The Optionee’s rights, if any, to exercise any exercisable portion of any Option will terminate sixty days after the date of any termination of employment (other than by reason of the Optionee’s death, disability, or normal or early retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which the Optionee participates), but not beyond the tenth anniversary of the Grant Date Date, and thereafter all Options will be forfeited and cancelled by the Corporation. 6.3 If an Optionee’s employment with the Corporation or any Subsidiary terminates by reason of your the Optionee’s death, disability disability, or normal retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participatethe Optionee participates, the Escrow Agent willOptionee (or, in the event of the Optionee’s death, the Optionee’s estate, designated beneficiary or other legal representative, as promptly as practicable, deliver to you, or your account at the Administrator referred to in Section 2 (in the case of disability or your normal retirement), or your beneficiary(iesmay be and as determined by the Committee) (in shall have the case of your death) a certificate representing right to exercise all Options at any time until the tenth anniversary of the Restricted Shares awarded to you hereunder and all accumulated dividends on the Restricted Shares, together with interest or other earnings thereon (if any)Grant Date. The existence and date of the Optionee’s disability will shall be determined by the Committee and its any such determination shall be final and conclusive. 4.2 If your (a) Notwithstanding anything to the contrary in Section 6.2 above, if the Optionee’s employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant Date for any reason other than your death, disability or normal retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participate, all of the Restricted Shares, and any rights thereto, awarded to you hereunder, all accumulated dividends in respect thereof and interest thereon (if any) will be forfeited by you and returned by the Escrow Agent to the Corporation and you will have no further rights with respect thereto. 4.3 Notwithstanding Section 4.2 above, if your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant Date by reason of your the Optionee’s early retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participatethe Optionee participates, all Options to the extent exercisable on the date of such early retirement shall remain exercisable until the tenth anniversary of the Grant Date. (b) Notwithstanding anything to the contrary in Section 6.2 above, if the Optionee’s employment with the Corporation or any Subsidiary terminates by reason of the Optionee’s early retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which the Optionee participates, the Committee, in its sole discretion, may (but is not obligated to) determine that it will deliver (i) each Option to you, or your account the extent not exercisable at the Administrator referred time of any such early retirement will become exercisable as to in Section 2, on a specified date a certificate representing a proportionate number of the Restricted underlying Option Shares awarded to you hereunder based on the number of calendar days elapsed (as of the date of such early retirement) in the vesting period ending on of such Option (or portion thereof), and (ii) each such Option shall remain exercisable until the third tenth anniversary of the Grant Date. Except for Options which have become exercisable as described in the prior sentence, together with a proportionate amount any Option to the extent not exercisable at the time of the accumulated dividends in respect thereof also based Optionee’s termination of employment by reason of early retirement will be forfeited and cancelled by the Corporation. 6.5 For the purposes of determining the dates on which Options may be exercised following a termination of employment or death, disability, retirement or early retirement, the Stock Options may be exercised until the close of trading (generally 4:00 p.m. New York time) on the number of calendar days elapsed (as of last trading day falling within the date of such early retirement) in the vesting exercise period ending on the third anniversary of New York Stock Exchange or, if different, the Grant Dateprincipal stock exchange on which the Common Stock is then listed. Thus if the Option would otherwise terminate on a day that is not a trading day, and any interest or other earnings on then the last day the Options may be exercised is the last trading day preceding such proportionate amount (if any)termination date.

Termination and Forfeiture. 4.1 If (i) your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant Date by reason of your death, permanent total disability or normal retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participate, and (ii) at the time of such termination due to normal retirement, as applicable, you shall have completed at least five years of continuous service with the Corporation or any Subsidiary, the Escrow Agent will, as promptly as practicable, deliver to you, or your account at the Administrator referred to in Section 2 (in the case of permanent total disability or your normal retirement), or your beneficiary(ies) (in the case of your death) a certificate representing all of the Restricted Shares awarded to you hereunder and all accumulated dividends on the Restricted Shares, together with interest or other earnings thereon (if any). The existence and date of permanent total disability will be determined by the Committee and its determination shall be final and conclusive. 4.2 If your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant Date for any reason other than your death, permanent total disability or normal retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participate, all of the Restricted Shares, and any rights thereto, awarded to you hereunder, all accumulated dividends in respect thereof and interest thereon (if any) will be forfeited by you and returned by the Escrow Agent to the Corporation and you will have no further rights with respect thereto. 4.3 Notwithstanding Section 4.2 above, if (i) your employment with the Corporation or any Subsidiary terminates prior to the third anniversary of the Grant Date by reason of your early retirement under the Corporation’s Employees’ Pension Plan or any successor plan thereto or any similar plan maintained by a Subsidiary in which you participate, and (ii) at the time of such termination, you shall have completed at least five years of continuous service with the Corporation or any Subsidiary, the Committee, in its sole discretion, may (but is not obligated to) determine that it will deliver to you, or your account at the Administrator referred to in Section 2, on a specified date a certificate representing a proportionate number of the Restricted Shares awarded to you hereunder based on the number of calendar days elapsed (as of the date of such early retirement) in the vesting period ending on the third anniversary of the Grant Date, together with a proportionate amount of the accumulated dividends in respect thereof also based on the number of calendar days elapsed (as of the date of such early retirement) in the vesting period ending on the third anniversary of the Grant Date. 4.4 Notwithstanding any other provision of this Agreement to the contrary: 4.4.1 If, following termination of your employment with the Corporation or any Subsidiary due to early retirement, as described in Section 4.3 above, where the Committee has previously determined that you shall receive a proportionate number of the Restricted Shares in accordance with Section 4.3, the Committee determines in its good faith discretion that you shall have engaged in any Prohibited Activity (as hereinafter defined) at any time prior to the third anniversary of the Grant Date, then you shall be obligated to pay or deliver to the Corporation either (at your election): (a) a cash payment in an amount equal to the Fair Market Value of the proportionate number of Restricted Shares determined in accordance with Section 4.3 as of the date of such termination of your employment due to early retirement, reduced by the amount of any income and social security taxes that you previously paid to the Corporation or a Subsidiary in respect of such Shares, or (b) a number of Shares equal to the proportionate number of the Restricted Shares determined in accordance with Section 4.3 in the case of termination of your employment due to early retirement, reduced by a number of Shares with a Fair Market Value on the date of such delivery equal to the amount of such taxes referred to in clause (a) of this sentence. This Section 4.4 shall not constitute the Corporation’s exclusive remedy for your engagement in any Prohibited Activity, and the Corporation may seek any interest additional legal or equitable remedy, including injunctive relief, in any such circumstances. If any provision contained in this Section 4.4 shall be held by any court of competent jurisdiction to be unenforceable, void or invalid, the parties intend that such provision be modified to make it valid and enforceable to the fullest extent permitted by law. If any such provision cannot be modified to be valid and enforceable, such provision shall be severed from this Agreement and the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions. Notwithstanding any other earnings on such proportionate amount (if any)provision of this Section 4.4 to the contrary, upon the occurrence of a Change of Control, the foregoing provisions of this Section 4.4 shall automatically terminate and cease to apply with respect to any Restricted Shares that are outstanding and have not previously been forfeited under this Section 4.4. 4.4.2 For purposes of this Agreement: