Common use of Termination by Company if not Retirement-Eligible Clause in Contracts

Termination by Company if not Retirement-Eligible. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are not eligible at such time for Retirement (as that term is defined under Section 2(x)(i), (ii), or (iii) of the Plan), you shall be vested in (i.e., the Restricted Period shall expire with respect to) a prorated portion of RSUs granted (taking into account RSUs previously vested), provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date (and, if you have not held the Award for at least one year following the Award Date as of the date that you incur a termination, the vesting of your Award will not be accelerated under this Section 2(d), and you shall forfeit the Award). The timing of settlement of such RSUs shall be governed by Section 2(b) hereof. If you are employed in the United States or Puerto Rico at the time of your termination, you shall be entitled to the pro rata vesting described in this Section 2(d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Following your termination of employment, any RSUs that have not been deemed vested and that thereafter will not be deemed vested under this Section 2(d) will be canceled and forfeited.

Termination by Company if not Retirement-Eligible. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are not eligible at such time for Retirement (as that term is defined under Section 2(x)(i), (ii), or (iii) of the Plan), you shall be vested in (i.e., the Restricted Period shall expire with respect to) a prorated portion of RSUs granted (taking into account RSUs previously vested)granted, provided that you have been continuously employed by all shares of Common Stock delivered in settlement of any RSUs vested pursuant to this Section 2(d) shall be subject to the Company or a subsidiary of the Company for at least one year following the Award Date (and, if you have not held the Award for at least one year following the Award Date as of Post-Vest Holding Period commencing on the date that you incur a termination, the vesting of your Award will not be accelerated under this Section 2(d), and you shall forfeit the Award)shares are delivered to you. The timing of settlement of such RSUs shall be governed by Section 2(b) hereof. If you are employed in the United States or Puerto Rico at the time of your termination, you shall be entitled to the pro rata vesting described in this Section 2(d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs that are unvested as of the date your employment terminates. Following your termination of employment, any RSUs that have not been deemed vested and that thereafter will not be deemed vested under this Section 2(d) will be canceled and forfeited.

Termination by Company if not Retirement-Eligible. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are not eligible at such time for Retirement (as that term is defined under Section 2(x)(i), (ii), ) or (iii) of the Plan), you shall be vested in (i.e., the Restricted Period shall expire with respect to) a prorated portion of RSUs granted (taking into account RSUs previously vested)the PSUs granted, provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date (and, if you have not held the Award for at least one year following the Award Date as of the date that you incur a termination, the vesting of your Award will not be accelerated under this Section 2(d), ) and you shall forfeit the Award). The timing of settlement of such RSUs PSUs shall be governed by Section 2(b) hereof. If you are employed in the United States or Puerto Rico at the time of your termination, you shall be entitled to the pro rata vesting described in this Section 2(d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs PSUs that are unvested as of the date your employment terminates. Following your termination of employment, any RSUs PSUs that have not been deemed vested and that thereafter will not be deemed vested under this Section 2(d) will be canceled and forfeited.

Termination by Company if not Retirement-Eligible. In the event your employment is terminated by the Company or a subsidiary of the Company for reasons other than misconduct or other conduct deemed detrimental to the interests of the Company or a subsidiary of the Company prior to the end of the Restricted Period, and you are not eligible at such time for Retirement (as that term is defined under Section 2(x)(i), (ii), ) or (iii) of the Plan), you shall be vested in (i.e., the Restricted Period shall expire with respect to) a prorated portion of RSUs granted (taking into account RSUs previously vested)the MSUs granted, provided that you have been continuously employed by the Company or a subsidiary of the Company for at least one year following the Award Date (and, if you have not held the Award for at least one year following the Award Date as of the date that you incur a termination, the vesting of your Award will not be accelerated under this Section 2(d), ) and you shall forfeit the Award). The timing of settlement of such RSUs MSUs shall be governed by Section 2(b) hereof. If you are employed in the United States or Puerto Rico at the time of your termination, you shall be entitled to the pro rata vesting described in this Section 2(d) only if you execute and do not revoke a release in favor of the Company and its predecessors, successors, affiliates, subsidiaries, directors, and employees in a form satisfactory to the Company; if you fail to execute the release or you revoke the release, or your release fails to become effective and irrevocable within 60 days of the date your employment terminates, you shall forfeit any RSUs MSUs that are unvested as of the date your employment terminates. Following your termination of employment, any RSUs MSUs that have not been deemed vested and that thereafter will not be deemed vested under this Section 2(d) will be canceled and forfeited.