Common use of Termination Due to Retirement Clause in Contracts

Termination Due to Retirement. The Executive may terminate his employment hereunder on the basis of his Retirement upon sixty (60) days prior written notice to the Employers. If, during the Term of Employment, the Executive’s employment is so terminated due to Retirement, the Term of Employment shall thereupon end and the Executive shall, subject to Section 6.11 of this Agreement, only be entitled to: (a) Base Salary accrued but not yet paid as of the Date of Termination; (b) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (d) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment prior to the Date of Termination and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occurs; (e) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans, programs, procedures or practices of the Employers; (f) continuation of the welfare benefits of the Executive, his spouse and other eligible dependants, if any, at the level in effect (as described in Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the one-year period commencing on the Date of Termination (or, if such continuation of benefits is not permitted by applicable law or if the Board so determines in its sole discretion, the Employers shall provide the economic equivalent in lieu thereof); and (g) any rights to indemnification in accordance with Section 10 of this Agreement; provided, however, that if a termination due to Retirement occurs within one year prior to a Change in Control, then the Executive shall receive, in addition to all of the payments and benefits required under this Section 6.6 and subject to Section 6.9 below, the full lump sum payment required under Section 6.4(a) above in the event of a termination of the Executive’s employment after, or within one year prior to, a Change in Control, which lump sum shall be paid within thirty (30) days following the date of the Change in Control.

Termination Due to Retirement. The Executive may terminate his employment hereunder on If the basis Participant’s termination as a Service Provider is due to Retirement (as defined herein), and such Retirement occurs before the Determination Date, the Participant shall become vested at the time of his Retirement upon sixty (60) days prior written notice the Determination Date in a number of Restricted Stock Units equal to the Employers. If, during product of (i) the Term number of Employment, Restricted Stock Units that the Executive’s employment is so terminated due to Retirement, the Term of Employment shall thereupon end and the Executive shall, subject to Section 6.11 of this Agreement, only be entitled to: (a) Base Salary accrued but not yet paid as of the Date of Termination; (b) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (d) payment of the per diem value of any unused vacation days that Participant would have accrued during the Term of Employment prior to the Date of Termination and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occurs; (e) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans, programs, procedures or practices of the Employers; (f) continuation of the welfare benefits of the Executive, his spouse and other eligible dependants, if any, at the level in effect (as described in Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the one-year period commencing on the Date of Termination (or, if such continuation of benefits is not permitted by applicable law or if the Board so determines in its sole discretion, the Employers shall provide the economic equivalent in lieu thereof); and (g) any rights to indemnification earned in accordance with Section 10 2 had the Participant remained as a Service Provider through the end of the Performance Period and (ii) a fraction, the numerator of which is the number of days during the Performance Period that the Participant provided services as a Service Provider during such year and the denominator of which is the total number of days in the Performance Period. Notwithstanding the preceding sentence, if such Retirement occurred within six (6) months following the Date of Grant, all the Restricted Stock Units will be forfeited (with no consideration due the Participant), and Participant will have no further rights thereunder. “Retirement” for purposes of this Agreement; providedAward Agreement shall mean the Participant’s resignation from the Company (or the Subsidiary employing or retaining Participant) on or after the date on which the sum of (i) the Participant’s age (rounded down to the nearest whole month) plus (ii) the number of years (rounded down to the nearest whole month) that the Participant has provided services as a Service Provider to the Company equals or is greater than seventy-five (75). Notwithstanding the foregoing, howeverif the Company receives a legal opinion that there has been a legal judgment and/or legal development in Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Restricted Stock Units when Participant’s status as a Service Provider terminates as a result of Participant’s Retirement being deemed unlawful and/or discriminatory, that if a termination due to Retirement occurs within one year prior to a Change in Control, then the Executive shall receive, in addition to all provisions of this Section 4(b) regarding the treatment of the payments Restricted Stock Units when Participant’s status as a Service Provider terminates as a result of Participant’s Retirement will not be applicable to Participant and benefits required under the remaining provisions of this Section 6.6 and subject to Section 6.9 below, the full lump sum payment required under Section 6.4(a) above in the event of a termination of the Executive’s employment after, or within one year prior to, a Change in Control, which lump sum shall be paid within thirty (30) days following the date of the Change in ControlAward Agreement will govern.

Termination Due to Retirement. The Executive may terminate his employment hereunder In the event that the Participant incurs a termination of Employment as the result of Participant's resignation due to Retirement (as defined below) and not for Good Reason, then the portion of the Option that is then outstanding and unvested and that was scheduled to vest on the basis Scheduled Vesting Date immediately following the date of his Retirement upon sixty (60) days prior written notice to the Employers. If, during the Term of Employment, the Executive’s employment is so terminated due to Retirement, the Term such termination of Employment shall thereupon end become vested and exercisable on such Scheduled Vesting Date, notwithstanding the termination of Participant's Employment. The portion of the Option that is vested and exercisable as of the date of a termination of Employment described in this Section 7(d) or that becomes vested and exercisable under this Section 7(d) shall remain exercisable until the earlier of (x) the later of the 18 month anniversary of a Qualifying Transaction and the Executive shallfirst anniversary of such termination of Employment and (y) the 10th anniversary of the Grant Date, in each case, subject to Section 6.11 of this Agreement, only be entitled to: (a) Base Salary accrued but not yet paid as of the Date of Termination; (b) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (d) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment prior to the Date of Termination and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occurs; (e) any other compensation and benefits as may be provided earlier termination in accordance with the terms and provisions of any applicable plans, programs, procedures or practices of the Employers; (f) continuation of the welfare benefits of the Executive, his spouse and other eligible dependants, if any, at the level in effect (as described in Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the one-year period commencing on the Date of Termination (or, if such continuation of benefits is not permitted by applicable law or if the Board so determines in its sole discretion, the Employers shall provide the economic equivalent in lieu thereof); and (g) any rights to indemnification in accordance with Section 10 of this AgreementPlan; provided, however, that if such termination of Employment occurs prior to the six month anniversary of a Qualifying Transaction, then no portion of the Option shall become exercisable (even if vested) prior to the first date after the 6 month anniversary of the Qualifying Transaction. For purposes of this Agreement, "Retirement" shall mean the Participant's termination of Employment due to a voluntary resignation that meets all of the following requirements: (i) at the time of such resignation, the Participant is at least 55 years old with not less than 10 consecutive years of continuous Employment, or is at least 60 years old with not less than 5 consecutive years of continuous Employment, (ii) the Participant provided the Company or one of its subsidiaries with written notice of such Participant's intention to terminate Employment due to retirement at least one year before the date of Participant's resignation from Employment due to retirement and (iii) at the time of Participant's termination of Employment due to retirement, Cause to terminate Participant's Employment does not exist. Any portion of the Option that is not scheduled to vest on the Scheduled Vesting Date immediately following the Participant's termination of Employment due to Retirement occurs within one year prior (disregarding any special vesting relating to a Change in Control), then the Executive shall receive, in addition to all of the payments and benefits required under this Section 6.6 and subject to Section 6.9 below, the full lump sum payment required under Section 6.4(a) above in the event of a be immediately forfeited upon such termination of Employment with no compensation or other payment due to the Executive’s employment after, Participant or within one year prior to, a Change in Control, which lump sum shall be paid within thirty (30) days following the date of the Change in Controlany other Person.

Termination Due to Retirement. The Executive may terminate his employment hereunder on If the basis Participant’s termination as a Service Provider is due to Retirement (as defined herein), and such Retirement occurs before the Determination Date, the Participant shall become vested at the time of his Retirement upon sixty (60) days prior written notice the Determination Date in a number of Restricted Stock Units equal to the Employers. If, during the Term of Employment, the Executive’s employment is so terminated due to Retirement, the Term of Employment shall thereupon end and the Executive shall, subject to Section 6.11 of this Agreement, only be entitled to:product of (ai) Base Salary accrued but not yet paid as the number of Restricted Stock Units that the Date of Termination; (b) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (d) payment of the per diem value of any unused vacation days that Participant would have accrued during the Term of Employment prior to the Date of Termination and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occurs; (e) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans, programs, procedures or practices of the Employers; (f) continuation of the welfare benefits of the Executive, his spouse and other eligible dependants, if any, at the level in effect (as described in Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the one-year period commencing on the Date of Termination (or, if such continuation of benefits is not permitted by applicable law or if the Board so determines in its sole discretion, the Employers shall provide the economic equivalent in lieu thereof); and (g) any rights to indemnification earned in accordance with Section 10 2 had the Participant remained as a Service Provider through the end of the Performance Period and (ii) a fraction, the numerator of which is the number of days during the Performance Period that the Participant provided services as a Service Provider during such year and the denominator of which is the total number of days in the Performance Period. Notwithstanding the preceding sentence, if such Retirement occurred within six (6) months following the Date of Grant, all the Restricted Stock Units will be forfeited (with no consideration due the Participant), and Participant will have no further rights thereunder. “Retirement” for purposes of this Agreement; providedAward Agreement shall mean the Participant’s resignation from the Company (or the Subsidiary employing or retaining Participant) on or after the date on which the sum of (i) the Participant’s age (rounded down to the nearest whole month) plus (ii) the number of years (rounded down to the nearest whole month) that the Participant has provided services as a Service Provider to the Company equals or is greater than seventy-five (75). Notwithstanding the foregoing, howeverif the Company receives a legal opinion that there has been a legal judgment and/or legal development in Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Restricted Stock Units when Participant’s status as a Service Provider terminates as a result of Participant’s Retirement being deemed unlawful and/or discriminatory, that if a termination due to Retirement occurs within one year prior to a Change in Control, then the Executive shall receive, in addition to all provisions of this Section 4(b) regarding the treatment of the payments Restricted Stock Units when Participant’s status as a Service Provider terminates as a result of Participant’s Retirement will not be applicable to Participant and benefits required under the remaining provisions of this Section 6.6 and subject to Section 6.9 below, the full lump sum payment required under Section 6.4(a) above in the event of a termination of the Executive’s employment after, or within one year prior to, a Change in Control, which lump sum shall be paid within thirty (30) days following the date of the Change in ControlAward Agreement will govern.

Termination Due to Retirement. The Executive may terminate his employment hereunder on the basis of his Retirement upon sixty (60) days prior written notice to the Employers. If, during the Term of Employment, the ExecutiveIf Participant’s employment status as a Service Provider is so terminated due to Retirement (as defined herein) before this Award is vested in full, Participant shall become vested at the time of Retirement, with respect to that number of Restricted Stock Units that would next become vested under the Term Award multiplied by a fraction, the numerator of Employment shall thereupon end which is the number of days that have elapsed since the last vesting date and the Executive shall, subject to Section 6.11 denominator of which is 365. Any portion of this Agreement, only Award that is not vested following application of the preceding sentence shall terminate and automatically be entitled to: (a) Base Salary accrued but not yet paid cancelled as of the Date date of Termination; Participant’s Retirement. For purposes of this Award Agreement, “Retirement” shall mean Participant’s resignation from the Company (bor the Subsidiary employing or retaining Participant) any bonus actually awarded on or commissions actually earnedafter the date on which the sum of (i) Participant’s age (rounded down to the nearest whole month) plus (ii) the number of years (rounded down to the nearest whole month) that Participant has been a Service Provider, but not yet paidequals or is greater than seventy-five (75). Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Award when Participant’s status as a Service Provider terminates as a result of Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 4(b) regarding the treatment of the Date Award when Participant’s status as a Service Provider terminates as a result of Termination; (c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but Participant’s Retirement will not yet paid as of the Date of Termination; (d) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment prior be applicable to the Date of Termination Participant and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occurs; (e) any other compensation and benefits as may be provided in accordance with the terms and remaining provisions of any applicable plans, programs, procedures or practices of the Employers; (f) continuation of the welfare benefits of the Executive, his spouse and other eligible dependants, if any, at the level in effect (as described in Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the one-year period commencing on the Date of Termination (or, if such continuation of benefits is not permitted by applicable law or if the Board so determines in its sole discretion, the Employers shall provide the economic equivalent in lieu thereof); and (g) any rights to indemnification in accordance with Section 10 of this Agreement; provided, however, that if a termination due to Retirement occurs within one year prior to a Change in Control, then the Executive shall receive, in addition to all of the payments and benefits required under this Section 6.6 and subject to Section 6.9 below, the full lump sum payment required under Section 6.4(a) above in the event of a termination of the Executive’s employment after, or within one year prior to, a Change in Control, which lump sum shall be paid within thirty (30) days following the date of the Change in ControlAward Agreement will govern.

Termination Due to Retirement. The Executive may terminate his employment hereunder on the basis of his Retirement upon sixty (60) days prior written notice to the Employers. IfExcept as otherwise provided in Section 5 and Section 6, during the Term of Employmentif Grantee’s Continuous Status as an Employee, the Executive’s employment Director or Consultant is so terminated due to Retirement, as determined in the Term sole discretion of Employment shall thereupon end and the Executive shallAdministrator in accordance with the procedures set forth in Section 4(b), on a date that is no earlier than twelve (12) months following the Grant Date, Grantee will continue to vest in all unvested Restricted Stock Units as if Grantee’s Continuous Status as an Employee, Director or Consultant had not terminated, subject to the terms of this Section 6.11 4. (a) For purposes of this Agreement, only be entitled to: a termination due to “Retirement” means a termination by Grantee on or after Grantee both has reached the age of fifty-five (a55) Base Salary accrued but not yet paid and has completed ten (10) years of Continuous Status as an Employee, Director or Consultant as of the Date termination date, as determined in the sole discretion of Termination;the Company. For purposes of this Section 4, a “termination” shall not include: (i) a termination by the Company “for cause,” as determined in the sole discretion of the Company, (ii) a resignation by Grantee after being notified that the Company has elected to terminate Grantee’s Continuous Status as an Employee for cause, (iii) a termination or resignation by Grantee during the pendency of an investigation with respect to Grantee or while Grantee is on a performance improvement plan, or (iv) any other circumstance upon which the Company determines in good faith Grantee is not in good standing at the time of such termination at the sole discretion of the Company. (b) any bonus actually awarded A termination of Grantee’s Continuous Status as an Employee, Director or commissions actually earnedConsultant shall not be considered to be a termination due to Retirement unless (i) in the case of a voluntary resignation by Grantee, but not yet paidGrantee provides notice to the Company of Grantee’s intention to terminate due to Retirement to be effective on a specified date approved by the Company, as of the Date of Termination; (c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (d) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment and such notice is provided at least three months prior to the Date of Termination and approved Retirement date (the unused“Retirement Request”), unaccrued portion of any vacation days available through (ii) the end (but not beyond) of Retirement Request is approved by the calendar year in which the Date of Termination occurs; (e) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plansAdministrator, programs, procedures or practices of the Employers; (f) continuation of the welfare benefits of the Executive, his spouse and other eligible dependants, if any, at the level in effect (as described in Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the one-year period commencing on the Date of Termination (or, if such continuation of benefits is not permitted by applicable law or if the Board so determines it in its sole discretion, the Employers shall provide the economic equivalent in lieu thereof); and (g) any rights to indemnification in accordance with Section 10 of this Agreement; provided, however, that if a termination due to Retirement occurs within one year prior to a Change the specified date of Retirement and (iii) unless otherwise requested by the Company, Grantee continues in ControlContinuous Status as an Employee, Director or Consultant through the specified date of Retirement, or such earlier date determined in the sole discretion of the Company. Unless otherwise determined by the Administrator, if the Retirement Request is approved and Grantee elects not to terminate his or her Continuous Status as an Employee, Director or Consultant on the specified date of Retirement, then Grantee shall be required to submit a new Retirement Request to the Executive shall receive, Administrator in addition order to all of benefit from the payments and vesting benefits required contemplated under this Section 6.6 and subject 4. (c) The continued vesting of Restricted Stock Units subsequent to Section 6.9 below, the full lump sum payment required under Section 6.4(a) above in the event of a termination of the ExecutiveGrantee’s employment after, or within one year prior to, a Change in Control, which lump sum shall be paid within thirty (30) days following the date of the Change in Control.Retirement is conditioned upon:

Termination Due to Retirement. The Executive may terminate his employment hereunder In the event that the Participant incurs a termination of Employment as the result of Participant's resignation due to Retirement (as defined below) and not for Good Reason, then the portion of the Option that is then outstanding and unvested and that was scheduled to vest on the basis Scheduled Vesting Date immediately following the date of his Retirement upon sixty (60) days prior written notice to the Employers. If, during the Term of Employment, the Executive’s employment is so terminated due to Retirement, the Term such termination of Employment shall thereupon end become vested and exercisable on such Scheduled Vesting Date, notwithstanding the termination of Participant's Employment. The portion of the Option that is vested and exercisable as of the date of a termination of Employment described in this Section 7(d) or that becomes vested and exercisable under this Section 7(d) shall remain exercisable until the earlier of (x) the later of the 18 month anniversary of a Qualifying Transaction and the Executive shallfirst anniversary of such termination of Employment and (y) the 10th anniversary of the Grant Date, in each case, subject to Section 6.11 of this Agreement, only be entitled to: (a) Base Salary accrued but not yet paid as of the Date of Termination; (b) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (d) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment prior to the Date of Termination and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occurs; (e) any other compensation and benefits as may be provided earlier termination in accordance with the terms and provisions of any applicable plans, programs, procedures or practices of the Employers; (f) continuation of the welfare benefits of the Executive, his spouse and other eligible dependants, if any, at the level in effect (as described in Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the one-year period commencing on the Date of Termination (or, if such continuation of benefits is not permitted by applicable law or if the Board so determines in its sole discretion, the Employers shall provide the economic equivalent in lieu thereof); and (g) any rights to indemnification in accordance with Section 10 of this AgreementPlan; provided, however, that if such termination of Employment occurs prior to the six month anniversary of a Qualifying Transaction, then no portion of the Option shall become exercisable (even if vested) prior to the first date after the 6 month anniversary of the Qualifying Transaction. For purposes of this Agreement, “Retirement” shall mean the Participant's termination of Employment due to a voluntary resignation that meets all of the following requirements: (i) at the time of such resignation, the Participant is at least 55 years old with not less than 10 consecutive years of continuous Employment, or is at least 60 years old with not less than 5 consecutive years of continuous Employment, (ii) the Participant provided the Company or one of its subsidiaries with written notice of such Participant's intention to terminate Employment due to retirement at least one year before the date of Participant's resignation from Employment due to retirement and (iii) at the time of Participant's termination of Employment due to retirement, Cause to terminate Participant's Employment does not exist. Any portion of the Option that is not scheduled to vest on the Scheduled Vesting Date immediately following the Participant's termination of Employment due to Retirement occurs within one year prior (disregarding any special vesting relating to a Change in Control), then the Executive shall receive, in addition to all of the payments and benefits required under this Section 6.6 and subject to Section 6.9 below, the full lump sum payment required under Section 6.4(a) above in the event of a be immediately forfeited upon such termination of Employment with no compensation or other payment due to the Executive’s employment after, Participant or within one year prior to, a Change in Control, which lump sum shall be paid within thirty (30) days following the date of the Change in Controlany other Person.

Termination Due to Retirement. The Executive may terminate his employment hereunder on the basis of his Retirement upon sixty (60) days prior written notice to the Employers. IfExcept as otherwise provided in Section 5, during the Term of Employmentif Grantee’s Continuous Status as an Employee, the Executive’s employment Director or Consultant is so terminated due to Retirement, as determined in the Term sole discretion of Employment shall thereupon end and the Executive shallAdministrator in accordance with the procedures set forth in Section 4(b), on a date that is no earlier than twelve (12) months following the Grant Date, Grantee will continue to be eligible to vest in all unvested Performance Shares as if Grantee’s Continuous Status as an Employee, Director or Consultant had not terminated, subject to the terms of this Section 6.11 4. (a) For purposes of this Agreement, only be entitled to: a termination due to “Retirement” means a termination by Grantee on or after Grantee both has reached the age of fifty-five (a55) Base Salary accrued but not yet paid and has completed ten (10) years of Continuous Status as an Employee, Director or Consultant as of the Date termination date, as determined in the sole discretion of Termination;the Company. For purposes of this Section 4, a “termination” shall not include: (i) a termination by the Company “for cause,” as determined in the sole discretion of the Company, (ii) a resignation by Grantee after being notified that the Company has elected to terminate Grantee’s Continuous Status as an Employee for cause, (iii) a termination or resignation by Grantee during the pendency of an investigation with respect to Grantee or while Grantee is on a performance improvement plan, or (iv) any other circumstance upon which the Company determines in good faith Grantee is not in good standing at the time of such termination at the sole discretion of the Company. (b) any bonus actually awarded A termination of Grantee’s Continuous Status as an Employee, Director or commissions actually earnedConsultant shall not be considered to be a termination due to Retirement unless (i) in the case of a voluntary resignation by Grantee, but not yet paidGrantee provides notice to the Company of Grantee’s intention to terminate due to Retirement to be effective on a specified date approved by the Company, as of the Date of Termination; (c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (d) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment and such notice is provided at least three months prior to the Date of Termination and approved Retirement date (the unused“Retirement Request”), unaccrued portion of any vacation days available through (ii) the end (but not beyond) of Retirement Request is approved by the calendar year in which the Date of Termination occurs; (e) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plansAdministrator, programs, procedures or practices of the Employers; (f) continuation of the welfare benefits of the Executive, his spouse and other eligible dependants, if any, at the level in effect (as described in Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the one-year period commencing on the Date of Termination (or, if such continuation of benefits is not permitted by applicable law or if the Board so determines it in its sole discretion, the Employers shall provide the economic equivalent in lieu thereof); and (g) any rights to indemnification in accordance with Section 10 of this Agreement; provided, however, that if a termination due to Retirement occurs within one year prior to a Change the specified date of Retirement and (iii) unless otherwise requested by the Company, Grantee continues in ControlContinuous Status as an Employee, Director or Consultant through the specified date of Retirement, or such earlier date determined in the sole discretion of the Company. Unless otherwise determined by the Administrator, if the Retirement Request is approved and Grantee elects not to terminate his or her Continuous Status as an Employee, Director or Consultant on the specified date of Retirement, then Grantee shall be required to submit a new Retirement Request to the Executive shall receive, Administrator in addition order to all of benefit from the payments and vesting benefits required contemplated under this Section 6.6 and subject 4. (c) The continued eligibility to Section 6.9 below, the full lump sum payment required under Section 6.4(a) above vest in the event of a termination of the ExecutivePerformance Shares subsequent to Grantee’s employment after, or within one year prior to, a Change in Control, which lump sum shall be paid within thirty (30) days following the date of the Change in Control.Retirement is conditioned upon:

Termination Due to Retirement. The Executive may terminate his employment hereunder on the basis of his Retirement upon sixty (60) days prior written notice to the Employers. If, during the Term of Employment, the ExecutiveIf Participant’s employment status as a Service Provider is so terminated due to Retirement (as defined herein) before this Award is vested in full, Participant shall become vested at the time of Retirement, with respect to that number of Restricted Stock Units that would next become vested under the Term Award multiplied by a fraction, the numerator of Employment shall thereupon end and which is the Executive shall, subject to Section 6.11 number of this Agreement, only be entitled to: (a) Base Salary accrued but not yet paid as of the Date of Termination; (b) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; (d) payment of the per diem value of any unused vacation days that have accrued during elapsed since the Term of Employment prior to the Date of Termination last vesting date and the unused, unaccrued denominator of which is 365. Any portion of any vacation days available through the end (but this Award that is not beyond) vested following application of the calendar year in which the Date of Termination occurs; (e) any other compensation preceding sentence shall terminate and benefits automatically be cancelled as may be provided in accordance with the terms and provisions of any applicable plans, programs, procedures or practices of the Employers; (f) continuation of the welfare benefits of the Executive, his spouse and other eligible dependants, if any, at the level in effect (as described in Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the one-year period commencing on the Date of Termination (or, if such continuation of benefits is not permitted by applicable law or if the Board so determines in its sole discretion, the Employers shall provide the economic equivalent in lieu thereof); and (g) any rights to indemnification in accordance with Section 10 of this Agreement; provided, however, that if a termination due to Retirement occurs within one year prior to a Change in Control, then the Executive shall receive, in addition to all of the payments and benefits required under this Section 6.6 and subject to Section 6.9 below, the full lump sum payment required under Section 6.4(a) above in the event of a termination of the Executive’s employment after, or within one year prior to, a Change in Control, which lump sum shall be paid within thirty (30) days following the date of Participant’s Retirement. For purposes of this Award Agreement, “Retirement” shall mean Participant’s resignation from the Change Company (or the Subsidiary employing or retaining Participant) on or after the date on which the sum of (i) Participant’s age (rounded down to the nearest whole month) plus (ii) the number of years (rounded down to the nearest whole month) that Participant has been a Service Provider, equals or is greater than seventy-five (75). Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in ControlParticipant’s jurisdiction that likely would result in the favorable treatment that applies to the Award when Participant’s status as a Service Provider terminates as a result of Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 4(b) regarding the treatment of the Award when Participant’s status as a Service Provider terminates as a result of Participant’s Retirement will not be applicable to Participant and the remaining provisions of this Award Agreement will govern.