Common use of Termination Due to Voluntary Retirement Clause in Contracts

Termination Due to Voluntary Retirement. (a) Executive has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice of at least 90 days, effective on or after the date of service of such notice as specified therein, to terminate Executive’s employment with the Company due to Voluntary Retirement. (b) Upon Voluntary Retirement, in exchange for Executive executing and delivering a Release as described in Section 6.7, Executive shall be entitled to receive: (i) The Accrued Amounts (payable at the same time and in the same manner as set forth in Section 6.1); (ii) An amount equal to 12 months of Executive’s then current Annual Salary (the “Retirement Payment”), payable in accordance with the Company’s payroll practices, beginning on the 60th day after the Date of Termination (the “Retirement Payment Commencement Date”); (iii) An amount equal to Executive’s STI Plan target payment amount for the fiscal year in which the Date of Termination occurs, payable within 30 days after the date all applicable revocation periods under the Release have expired; and (iv) Until the earlier to occur of (A) the expiration of 12 months after the Date of Termination, (B) the date Executive first becomes eligible to receive health benefits under another employer-provided plan after the Date of Termination, or (C) the death of Executive, the Company shall, via proper COBRA election by Executive, continue medical and dental benefits to Executive (and, if applicable, to the spouse and dependents of Executive who received such benefits under Executive’s coverage immediately prior to the Date of Termination) equal to those that were in effect for Executive as of the Date of Termination (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had Executive remained actively employed, provided that Executive makes all required COBRA payments to the Company, and the Company shall immediately reimburse Executive for each such COBRA payment (collectively, the “Continuation of Benefits”). Executive shall remain liable for any portion of such premiums for which Executive was liable as of the Date of Termination and for any additional coverage not effective at the Date of Termination. (c) Notwithstanding any provision of this Agreement to the contrary, and subject to Section 5.12, upon Voluntary Retirement, in exchange for Executive executing and delivering a Release as described in Section 6.7, Executive’s unvested LTI Awards shall vest as follows: (i) All unvested performance-based LTI Awards will be subject to Special Pro-rata Vesting in accordance with Sections 4.4 and 4.5; (ii) All unvested time-based LTI Awards shall continue to vest after the Date of Termination pursuant to and in accordance with the terms of the applicable LTI Award and will be deemed to have been paid on the date on which the applicable LTI Awards would have become vested had Executive’s employment not terminated. For the avoidance of doubt, LTI Awards vesting pursuant to this Section 6.3(c)(ii) are not subject to Special Pro-rata Vesting. (d) Notwithstanding the other provisions of this Section 6.3, the Company shall have the right to cease or terminate the Retirement Payment in the event Executive breaches, in the Company’s sole discretion, any covenant contained in Section 5.

Termination Due to Voluntary Retirement. (a) Executive has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice of at least 90 days, effective on or after the date of service of such notice as specified therein, to terminate Executive’s employment with the Company due to Voluntary Retirement. (b) Upon Voluntary Retirement, in exchange for Executive executing and delivering a Release as described in Section 6.7, Executive shall be entitled to receive: (i) i. The Accrued Amounts (payable at the same time and in the same manner as set forth in Section 6.1); (ii) . An amount equal to 12 months of Executive’s then current Annual Salary (the “Retirement Payment”), payable in accordance with the Company’s payroll practices, beginning on the 60th day after the Date of Termination (the “Retirement Payment Commencement Date”); (iii) . An amount equal to Executive’s STI Plan target payment amount for the fiscal year in which the Date of Termination occurs, payable within 30 days after the date all applicable revocation periods under the Release have expired; and (iv) . Until the earlier to occur of (A) the expiration of 12 months after the Date of Termination, (B) the date Executive first becomes eligible to receive health benefits under another employer-provided plan after the Date of Termination, or (C) the death of Executive, the Company shall, via proper COBRA election by Executive, continue medical and dental benefits to Executive (and, if applicable, to the spouse and dependents of Executive who received such benefits under Executive’s coverage immediately prior to the Date of Termination) equal to those that were in effect for Executive as of the Date of Termination (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had Executive remained actively employed, provided that Executive makes all required COBRA payments to the Company, and the Company shall immediately reimburse Executive for each such COBRA payment (collectively, the “Continuation of Benefits”). Executive shall remain liable for any portion of such premiums for which Executive was liable as of the Date of Termination and for any additional coverage not effective at the Date of Termination. (c) Notwithstanding any provision of this Agreement to the contrary, and subject to Section 5.12, upon Voluntary Retirement, in exchange for Executive executing and delivering a Release as described in Section 6.7, Executive’s unvested LTI Awards shall vest as follows: (i) i. All unvested performance-based LTI Awards will be subject to Special Pro-rata Vesting in accordance with Sections 4.4 and 4.5; (ii) . All unvested time-based LTI Awards shall continue to vest after the Date of Termination pursuant to and in accordance with the terms of the applicable LTI Award and will be deemed to have been paid on the date on which the applicable LTI Awards would have become vested had Executive’s employment not terminated. For the avoidance of doubt, LTI Awards vesting pursuant to this Section 6.3(c)(ii) are not subject to Special Pro-rata Vesting. (d) Notwithstanding the other provisions of this Section 6.3, the Company shall have the right to cease or terminate the Retirement Payment in the event Executive breaches, in the Company’s sole discretion, any covenant contained in Section 5.

Termination Due to Voluntary Retirement. (a) Executive has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice of at least 90 days, effective on or after the date of service of such notice as specified therein, to terminate Executive’s employment with the Company due to Voluntary Retirement. (b) Upon Voluntary Retirement, in exchange for Executive executing and delivering a Release as described in Section 6.7, Executive shall be entitled to receive: (i) The Accrued Amounts (payable at the same time and in the same manner as set forth in Section 6.1); (ii) An amount equal to 12 24 months of Executive’s then current Annual Salary (the “Retirement Payment”), payable in accordance with the Company’s payroll practices, beginning on the 60th day after the Date of Termination (the “Retirement Payment Commencement Date”); (iii) An amount equal to Executive’s STI Plan target payment amount for the fiscal year in which the Date of Termination occurs, payable within 30 days after the date all applicable revocation periods under the Release have expired; and (iviii) Until the earlier to occur of (A) the expiration of 12 months after the Date of Termination, (B) the date Executive first becomes eligible to receive health benefits under another employer-provided plan after the Date of Termination, or (C) the death of Executive, the Company shall, via proper COBRA election by Executive, continue medical and dental benefits to Executive (and, if applicable, to the spouse and dependents of Executive who received such benefits under Executive’s coverage immediately prior to the Date of Termination) equal to those that were in effect for Executive as of the Date of Termination (and to any such dependent) in accordance with the plans, programs, practices and policies of the Company had Executive remained actively employed, provided that Executive makes all required COBRA payments to the Company, and the Company shall immediately reimburse Executive for each such COBRA payment (collectively, the “Continuation of Benefits”). Executive shall remain liable for any portion of such premiums for which Executive was liable as of the Date of Termination and for any additional coverage not effective at the Date of Termination. (c) Notwithstanding any provision of this Agreement to the contrary, and subject to Section 5.12, upon Voluntary Retirement, in exchange for Executive executing and delivering a Release as described in Section 6.7, Executive’s unvested LTI Awards shall vest as follows: (i) All unvested performance-based LTI Awards will be subject to Special Pro-rata Vesting in accordance with Sections 4.4 and 4.5;. (ii) All unvested time-based LTI Awards shall continue to vest after the Date of Termination pursuant to and in accordance with the terms of the applicable LTI Award and will be deemed to have been paid on the date on which the applicable LTI Awards Award would have become vested had Executive’s employment not terminated. For the avoidance of doubt, LTI Awards vesting pursuant to this Section 6.3(c)(ii) are not subject to Special Pro-rata Vesting. (d) Notwithstanding the other provisions of this Section 6.3, the Company shall have the right to cease or terminate the Retirement Payment in the event Executive breaches, in the Company’s sole discretion, any covenant contained in Section 5.