Common use of Termination by Reason of Death, Permanent Disability or Retirement Clause in Contracts

Termination by Reason of Death, Permanent Disability or Retirement. In the event the employment of the Participant is terminated by reason of the Participant’s death, Permanent Disability or Retirement prior to the date on which the Committee certifies the achievement of the applicable Performance Criteria pursuant to Section 4(a) of this Agreement, then the Participant shall be entitled to a prorated Award, with such prorated award equal to the number of Shares determined based on the actual performance during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of full months such Participant was employed during the Performance Period and the denominator of which shall equal the number of full months in the Performance Period. For purposes of this Agreement: (i) Permanent Disability shall mean any mental or physical illness, disability or incapacity that renders the Participant unable to perform his/her duties where a) such Permanent Disability has been determined to exist by a physician selected by the Company or b) the Company has reasonably determined, based on such physician’s advice, that such disability will continue for 180 days or more within any 365-day period, of which at least 90 days are consecutive. The Participant shall cooperate in all respects with the Company if a question arises as to whether he/she has become disabled (including, without limitation, submitting to an examination by a physician or other health care specialist selected by the Company and authorizing such physician or other health care specialist to discuss the Participant’s condition with the Company). (ii) Retirement shall mean the termination of a Participant’s employment for any reason other than death, disability or termination for cause if it occurs on or after age 65 or on or after age 55 and, as of the date of termination, the sum of the Participant’s attained age as of his/her most recent birthday and the full and completed years of service with the Company (including continuous years of service, if any, with a subsidiary as of the date such subsidiary was acquired by the Company) equals or exceeds 75.

Termination by Reason of Death, Permanent Disability or Retirement. In the event the employment of the Participant is terminated by reason of the Participant’s death, Permanent Disability or Retirement prior to the date on which the Committee certifies the achievement of the applicable Performance Criteria Award is paid pursuant to Section 4(a) 6 of this Agreement, then the Participant shall be entitled to a prorated Performance Award, with such prorated award equal to the number value of Shares the Performance Award determined based on the actual performance during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of full months such Participant was employed during the Performance Period and the denominator of which shall equal the number of full months in the Performance Period. For purposes of this Agreement: (i) Permanent Disability shall mean any mental or physical illness, disability or incapacity that renders the Participant unable to perform his/her duties where a) such Permanent Disability has been determined to exist by a physician selected by the Company or b) the Company has reasonably determined, based on such physician’s advice, that such disability will continue for 180 days or more within any 365-day period, of which at least 90 days are consecutive. The Participant shall cooperate in all respects with the Company if a question arises as to whether he/she has become disabled (including, without limitation, submitting to an examination by a physician or other health care specialist selected by the Company and authorizing such physician or other health care specialist to discuss the Participant’s condition with the Company). (ii) Retirement shall mean the termination of a Participant’s employment for any reason other than death, disability or termination for cause Cause if it occurs on or after age 65 or on or after age 55 and, as of the date of termination, the sum of the Participant’s attained age as of his/her most recent birthday and the full and completed years of service with the Company (including continuous years of service, if any, with a subsidiary Subsidiary as of the date such subsidiary Subsidiary was acquired by the Company) equals or exceeds 75.

Termination by Reason of Death, Permanent Disability or Retirement. In the event the employment of the Participant is terminated by reason of the Participant’s death, Permanent Disability or Retirement prior to the date on which the Committee certifies the achievement of the applicable Performance Criteria Award is settled pursuant to Section 4(a) 6 of this Agreement, then the Participant shall be entitled to a prorated Performance Award, with such prorated award equal to the number of Shares shares of Common Stock subject to the Performance Award, determined based on the actual performance during the Performance Period and multiplied by a fraction, the numerator of which shall equal the number of full months such Participant was employed during the Performance Period and the denominator of which shall equal the number of full months in the Performance Period. For purposes of this Agreement: (i) Permanent Disability shall mean any mental or physical illness, disability or incapacity that renders the Participant unable to perform his/her duties where a) such Permanent Disability has been determined to exist by a physician selected by the Company or b) the Company has reasonably determined, based on such physician’s advice, that such disability will continue for 180 days or more within any 365-day period, of which at least 90 days are consecutive. The Participant shall cooperate in all respects with the Company if a question arises as to whether he/she has become disabled (including, without limitation, submitting to an examination by a physician or other health care specialist selected by the Company and authorizing such physician or other health care specialist to discuss the Participant’s condition with the Company). (ii) Retirement shall mean the termination of a Participant’s employment for any reason other than death, disability Permanent Disability or termination for cause Cause if it occurs on or after age 65 or on or after age 55 and, as of the date of termination, the sum of the Participant’s attained age as of his/her most recent birthday and the full and completed years of service with the Company (including continuous years of service, if any, with a subsidiary Subsidiary as of the date such subsidiary Subsidiary was acquired by the Company) equals or exceeds 75.

Termination by Reason of Death, Permanent Disability or Retirement. In the event the employment of the Participant is terminated by reason of the Participant’s death, Permanent Disability or Retirement prior to the date on which the Committee certifies the achievement of the applicable Performance Criteria Award is settled pursuant to Section 4(a) 6 of this Agreement, then the Participant shall be entitled to a prorated Award, with such prorated award equal to the number of Shares shares of Common Stock determined based on the actual performance during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of full months such Participant was employed during the Performance Period and the denominator of which shall equal the number of full months in the Performance Period. For purposes of this Agreement: (i) Permanent Disability shall mean any mental or physical illness, disability or incapacity that renders the Participant unable to perform his/her duties where a) such Permanent Disability has been determined to exist by a physician selected by the Company or b) the Company has reasonably determined, based on such physician’s advice, that such disability will continue for 180 days or more within any 365-day period, of which at least 90 days are consecutive. The Participant shall cooperate in all respects with the Company if a question arises as to whether he/she has become disabled (including, without limitation, submitting to an examination by a physician or other health care specialist selected by the Company and authorizing such physician or other health care specialist to discuss the Participant’s condition with the Company). (ii) Retirement shall mean the termination of a Participant’s employment for any reason other than death, disability or termination for cause Cause if it occurs on or after age 65 or on or after age 55 and, as of the date of termination, the sum of the Participant’s attained age as of his/her most recent birthday and the full and completed years of service with the Company (including continuous years of service, if any, with a subsidiary Subsidiary as of the date such subsidiary Subsidiary was acquired by the Company) equals or exceeds 75.