Common use of Termination Due to Death, Disability or Retirement Clause in Contracts

Termination Due to Death, Disability or Retirement. Executive’s employment shall terminate automatically upon his death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Employment shall terminate upon Executive’s Retirement. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability or Retirement, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iii) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the date of termination of Executive’s employment and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (based on the period from the commencement of the applicable performance period through the date of termination of Executive’s employment), based on the actual performance for the applicable performance period, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) and (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following Executive’s death or a termination of Executive’s employment by reason of a Disability or Retirement, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to Death, Disability or Retirement. Executive’s employment shall terminate automatically upon his death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Employment shall terminate upon Executive’s Retirement. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability or Retirement, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iii) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the date of termination of Executive’s employment and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (based on the period amount of time which elapsed from the commencement of the applicable performance period through the date of termination of Executive’s employmenttermination), based on the actual attainment of performance for goals during the applicable performance period, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) and (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following Executive’s death or a termination of Executive’s employment by reason reason of a Disability or Retirement, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to Death, Disability or Retirement. ExecutiveIf the Holder’s employment shall terminate automatically upon his death. The with the Company may terminate Executive’s employment immediately upon terminates prior to the occurrence Vesting Date by reason of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Employment shall terminate upon Executive’s Retirement. Upon Executivethe Holder’s death or Disability and, in the event that Executive’s employment is terminated case of termination due to his Disability or RetirementDisability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: Holder executes and does not revoke a waiver and release of claims in the form prescribed by the Company (ithe “Release”) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to within 60 days after the date of such termination, which amount the Holder shall be entitled to a prorated Award based on (i) the number of days served between the Grant Date and the Vesting Date and (ii) (A) if such termination occurs prior to the conclusion of the first Annual Performance Period, target performance, or (B) if such termination occurs after the conclusion of the first Annual Performance Period, actual performance for any completed Annual Performance Periods, with the achievement averaged for the completed Annual Performance Periods, as set forth in the Award Notice. If the Holder’s employment with the Company terminates prior to the Vesting Date by reason of the Holder’s Retirement and the Holder executes and does not revoke a Release within 60 days after the date of such termination, the Holder shall be entitled to a prorated Award based on (i) the number of completed Annual Performance Periods prior to the Holder’s Retirement date and (ii) actual performance for such completed Annual Performance Periods, with the achievement averaged for the completed Annual Performance Periods, as set forth in the Award Notice. The portion of the Award subject to an Annual Performance Period that is in progress or that has not commenced as of the Holder’s Retirement date shall be immediately forfeited by the Holder and cancelled by the Company and shall be excluded from determining the average achievement as set forth in the Award Notice. Any portion of the Award that vests pursuant to this Section 3.2(a) shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iii) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of Holder within 70 days after the date of such termination of Executive’s employment and any performance-based equity grant and other long-term incentive award previously granted due to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (based on the period from the commencement of the applicable performance period through the date of termination of Executive’s employment), based on the actual performance for the applicable performance period, and, in other respects, such awards shall be governed by the plans, programs, agreements, Disability or other documentsRetirement, as applicable, pursuant subject to which such awards were granted. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) and (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision Section 6.12 of the Non-Interference Agreement. Following Executive’s death or a termination of Executive’s employment by reason of a Disability or Retirement, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to Death, Disability or Retirement. Executive’s employment shall terminate automatically upon his death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Employment shall terminate upon Executive’s Retirement. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability or Retirement, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ three (3) months following the last day of the fiscal year in which such termination occurred; and (iii) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the date of termination of Executive’s employment and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (based on the period from the commencement of the applicable performance period through the date of termination of Executive’s employment), based on the actual performance for the applicable performance period, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) and (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following Executive’s death or a termination of Executive’s employment by reason reason of a Disability or Retirement, except as set forth in this Section 8(b7(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to Death, Disability or Retirement. Executive’s employment shall terminate automatically upon his death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Employment shall terminate upon Executive’s Retirement. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability or Retirement, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iii) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the date of termination of Executive’s employment and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (based on the period from the commencement of the applicable performance period through the date of termination of Executive’s employment), based on the actual performance for the applicable performance period, and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted. Notwithstanding the foregoing, the payments and benefits described in clauses (ii) and (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following Executive’s death or a termination of Executive’s employment by reason reason of a Disability or Retirement, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to Death, Disability or Retirement. ExecutiveUnless otherwise expressly provided by the Committee in its sole discretion in an Award Agreement between the Participant and the Company or one of its Subsidiaries or Affiliates or the terms of an Individual Agreement or a plan or policy of the Company applicable to the Participant specifically provides otherwise, and subject to Sections 11.4, 11.5 and 13 of this Plan, in the event a Participant’s employment shall terminate automatically upon his death. The or other service with the Company may terminate Executive’s employment immediately upon the occurrence and all Subsidiaries is terminated by reason of death or Disability of a DisabilityParticipant, such termination to be effective upon Executive’s receipt of written notice of such termination. Employment shall terminate upon Executive’s Retirement. Upon Executive’s death or in the event case of a Participant that Executive’s employment is terminated due an Employee, Retirement: (a) All outstanding Options (excluding Non-Employee Director Options in the case of Retirement) held by the Participant as of the effective date of such termination or Retirement will, to his Disability the extent exercisable as of the date of such termination or Retirement, Executive remain exercisable for a period of one (1) year after the date of such termination or his estate Retirement (but in no event after the expiration date of any such Option) and Options not exercisable as of the date of such termination or his beneficiariesRetirement will be terminated and forfeited; (b) All outstanding unvested Restricted Stock Awards held by the Participant as of the effective date of such termination or Retirement will be terminated and forfeited; and (c) All outstanding unvested Restricted Stock Units and Other Stock-Based Awards held by the Participant as of the effective date of such termination or Retirement will be terminated and forfeited; provided, however, that with respect to any such Awards the vesting of which is based on the achievement of Performance Goals, if a Participant’s employment or other service with the Company or any Subsidiary, as the case may be, shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended is terminated prior to the end of the Performance Period of such Award, but after the conclusion of a portion of the Performance Period (but in no event less than one year), the Committee may, in its sole discretion, cause shares of Common Stock to be delivered or payment made (except to the extent that a Participant has properly elected to defer income that may be attributable to such Award under a Company deferred compensation plan or arrangement) with respect to the Participant’s Award, but only if otherwise earned for the entire Performance Period and only with respect to the portion of the applicable Performance Period completed at the date of such terminationevent, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iii) Any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become vested and non-forfeitable as of the date of termination of Executive’s employment and any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (proration based on the period from number of months or years that the commencement Participant was employed or performed services during the Performance Period. The Committee will consider the provisions of Section 13.5 of this Plan and will have the applicable performance period through the date discretion to consider any other fact or circumstance in making its decision as to whether to deliver such shares of termination of Executive’s employment), based on the actual performance for the applicable performance period, and, in other respects, such awards shall be governed by the plans, programs, agreements, Common Stock or other documentspayment, as applicable, pursuant to which such awards were granted. Notwithstanding including whether the foregoing, the payments and benefits described in clauses (ii) and (iii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following Executive’s death or a termination of Executive’s employment by reason of a Disability or Retirement, except as set forth in this Section 8(b), Executive shall have no further rights to any compensation or any other benefits under this AgreementParticipant again becomes employed.