Common use of Termination and Forfeiture Clause in Contracts

Termination and Forfeiture. 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 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 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, 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 the Optionee’s 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 the Optionee participates, the Optionee (or, in the event of the Optionee’s death, the Optionee’s estate, designated beneficiary or other legal representative, as the case may be and as determined by the Committee) shall have the right to exercise all Options at any time until the tenth anniversary of the Grant Date. The existence and date of the Optionee’s disability shall be determined by the Committee and any such determination shall be conclusive. (a) 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, 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 (i) each Option to the extent not exercisable at the time of any such early retirement will become exercisable as to a proportionate number of underlying Option Shares based on the number of calendar days elapsed (as of the date of such early retirement) in the vesting period of such Option (or portion thereof), and (ii) each such Option shall remain exercisable until the tenth anniversary of the Grant Date. Except for Options which have become exercisable as described in the prior sentence, any Option to the extent not exercisable at the time of the 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 last trading day falling within the exercise period on the New York Stock Exchange or, if different, the principal 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, then the last day the Options may be exercised is the last trading day preceding such termination date.

Termination and Forfeiture. 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 4.1 If your employment with the Corporation or any Subsidiary terminates 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, prior to the 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 third anniversary of the Grant 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 Date by reason of the Optionee’s your 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 the Optionee participatesyou participate, the Optionee Escrow Agent will, as promptly as practicable, deliver to you, or your account at the Administrator referred to in Section 2 (or, in the event case of disability or your normal retirement), or your beneficiary(ies) (in the case of your death) a certificate representing all of the Optionee’s deathRestricted Shares awarded to you hereunder and all accumulated dividends on the Restricted Shares, the Optionee’s estate, designated beneficiary together with interest or other legal representative, as the case may be and as determined by the Committee) shall have the right to exercise all Options at any time until the tenth anniversary of the Grant Dateearnings thereon (if any). The existence and date of the Optionee’s disability shall will be determined by the Committee and any such its determination shall be final and conclusive. (a) Notwithstanding anything to the contrary in Section 6.2 above, if the Optionee’s 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 the Optionee’s 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 the 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 participatesyou participate, the Committee, in its sole discretion, may (but is not obligated to) determine that (i) each Option it will deliver to the extent not exercisable you, or your account at the time of any such early retirement will become exercisable as Administrator referred to in Section 2, on a specified date a certificate representing a proportionate number of underlying Option 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 of such Option (or portion thereof), and (ii) each such Option shall remain exercisable until ending on the tenth third anniversary of the Grant Date. Except for Options which have become exercisable , together with a proportionate amount of the accumulated dividends in respect thereof also based on the number of calendar days elapsed (as described of the date of such early retirement) in the prior sentence, any Option to vesting period ending on the extent not exercisable at the time third anniversary of the Optionee’s termination of employment by reason of early retirement will be forfeited Grant Date, and cancelled by the Corporationany interest or other earnings on such proportionate amount (if any). 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 last trading day falling within the exercise period on the New York Stock Exchange or, if different, the principal 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, then the last day the Options may be exercised is the last trading day preceding such termination date.