Common use of Termination by Executive after Satisfying Service Requirements Clause in Contracts

Termination by Executive after Satisfying Service Requirements. (a) Notwithstanding Section 3.7(b), and subject to Section 3.6(b), if the Executive’s continuous service with the Company or a Subsidiary terminates on or after the date on which the Executive attains age fifty-five (55), and if on such date the Executive shall have completed five (5) or more years of continuous service with the Company or its Subsidiaries, then the extent to which the PUs granted hereby shall be deemed to have been earned shall be determined at the end of the applicable Performance Period as if the Executive’s employment had not terminated. For the avoidance of doubt, the PUs earned by the Executive under this subsection shall not be prorated based on the number of months the Executive was employed during the Performance Period, but shall be earned as if the Executive was employed for the entire duration of the Performance Period. (b) Subject to Section 3.6(b) and 3.7(a), if the Executive’s continuous service terminates prior to the end of the Performance Period on or after the date on which the sum of the Executive’s age and the number of the Executive’s years of continuous service with the Company and its Subsidiaries on such date equals or exceeds seventy (70), the extent to which the PUs granted hereby shall be deemed to have been earned shall be determined at the end of the Performance Period as if the Executive’s continuous service had not terminated and the result shall be multiplied by a fraction, the numerator of which is the number of full months the Executive was employed during the Performance Period and the denominator of which is the total number of months in the Performance Period.

Termination by Executive after Satisfying Service Requirements. (a) 1. Notwithstanding Section 3.7(b4.3(d)(2), and subject to Section 3.6(b4.3(c), if the Executive’s continuous service with the Company or a Subsidiary terminates on or after the date on which the Executive attains age fifty-five (55), and if on such date the Executive shall have completed five (5) or more years of continuous service with the Company or its Subsidiaries, then the extent RSUs shall continue to which the PUs granted hereby shall be deemed to have been earned shall be determined at the end of the applicable Performance Period as if the Executive’s employment had not terminated. For the avoidance of doubt, the PUs earned by the Executive under this subsection shall not be prorated based on the number of months the Executive was employed during the Performance Period, but shall be earned vest in accordance with Section 4.2 as if the Executive was had remained employed for through the entire duration of the Performance Restricted Period. (b) 2. Subject to Section 3.6(b4.3(c) and 3.7(a4.3(d)(1), if the Executive’s continuous service with the Company or a Subsidiary terminates prior to the end of the Performance Period on or after the date on which the sum of the Executive’s age and the number of the Executive’s years of continuous service with the Company and its Subsidiaries on such date equals or exceeds seventy (70), the extent to which the PUs any unvested RSUs granted hereby shall be deemed to have been earned vest shall be determined at the end of the Performance Period as if the Executive’s continuous service had not terminated (and as if the Executive had remained in continuous employment throughout the Restricted Period) and the result shall be multiplied by a fraction, the numerator of which is the number of full and partial months the Executive was employed continuously served during the Performance Period Annual Restricted Periods that have not ended (with partial months rounded up to a full month) and the denominator of which is the total number of full months remaining in the Performance Restricted Period; provided, however, the Board, upon recommendation of the Committee, may, in its discretion, eliminate the foregoing fraction otherwise applicable to the Executive pursuant to this Section 4.3(d)(2).