Common use of Termination of Employment and Change in Control Clause in Contracts

Termination of Employment and Change in Control. (A) Except as provided in Sections III(B) - (E) below, if, for any reason, Participant’s employment is terminated by the Company, or a subsidiary of the Company, all Company Matching RSUs and Company matching Options not then vested in accordance with Sections I(D) and II(C)(ii) above, shall be immediately forfeited. (B) In the event Participant’s employment with the Company, or any subsidiary of the Company, terminates by reason of death, Company Matching RSUs and Company Matching Options not then vested in accordance with Section I(D) and II(C)(ii) will become immediately vested, and the vested portion of the Company Matching Option shall be exercisable during the twelve (12) month period following the date on which Participant’s employment terminates, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no Company Matching Option will be exercisable beyond its original term. (C) In the event Participant’s employment is terminated by the Company, or any subsidiary of the Company, by reason of total and permanent disability (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such plan, as defined by the Social Security Administration), the Company Matching RSUs and the Company Matching Options shall vest on a pro rata basis as follows: (i) the total number of Company Matching RSUs vested as of the Separation Date (which is the last day that the Participant is employed by the Company or any subsidiary of the Company), shall be equal to the number of Company Matching RSUs multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. (ii) the total number of Company Matching Options vested as of the Separation Date (which is the last day that the Participant is employed by the Company or any subsidiary of the Company), including Company Matching Options previously vested, shall be equal to the number of Company Matching Options granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. (iii) The vested portion of the Company matching Option shall be exercisable during the twelve (12) month period following the date on which Participant’s employment terminates, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no Company Matching Option will be exercisable beyond its original term.

Termination of Employment and Change in Control. (Aa) Except as provided in Sections III(B) - (E) belowSubject to the terms of any employment, ifexecutive or similar agreement, for any reason, Participant’s employment is terminated by the Company, or a subsidiary of the Company, all Company Matching RSUs and Company matching Options not then vested in accordance with Sections I(D) and II(C)(ii) above, shall be immediately forfeited. (B) In the event Participantif Awardee’s employment with the Company, Company or any subsidiary of its Affiliates is voluntarily or involuntarily terminated (regardless of the Companyreason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee’s employment or other service agreement, terminates if any) other than by reason of deathDisability, death or Retirement prior to the end of the Performance Period, Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of the date that Awardee is no longer actively employed by the Company Matching RSUs and Company Matching Options not then vested any Affiliate as determined by the Committee or any of its delegates in accordance with Section I(D) and II(C)(ii) will become immediately vestedits, his or her sole discretion (the “Termination Date”), and such Restricted Stock Units shall be canceled and shall be of no further force and effect. (b) If Awardee’s termination of employment is on account of Disability, death or Retirement prior to the vested portion end of the Company Matching Option Performance Period, Awardee shall be exercisable during not forfeit his or her Award and shall remain eligible to earn his or her Award, subject to the twelve (12) month period following the date on which Participant’s employment terminates, as long as no government regulations or rules are violated by such accelerated vesting or exercise periodrequirements of Section 2; provided, however, that no Company Matching Option will be exercisable beyond its original term. (C) In the event Participant’s employment is terminated by the Company, or any subsidiary of the Company, by reason of total and permanent disability (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such plan, as defined by the Social Security Administration), the Company Matching RSUs and the Company Matching Options shall vest on a pro rata basis as follows: (i) the total number of Company Matching RSUs vested as of the Separation Date (which is the last day that the Participant is employed by the Company or any subsidiary of the Company), shall be equal to the number of Company Matching RSUs Restricted Stock Units determined pursuant to Section 2 by the Committee shall be multiplied by the following a fraction: (A) , the numerator of which shall be the whole number of full and partial months elapsed since from the Grant Award Date to Awardee’s Termination Date and (B) the denominator of which shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (APerformance Period. For the avoidance of doubt, if Awardee at the time of such termination has attained the age of 65 but has not completed at least four years of service with the Company or an Affiliate, Awardee shall not be deemed to have been terminated on account of Retirement, and Section 4(a) above shall include any partial month in which Participant has workedapply. For example, if In the time elapsed between event of Awardee’s termination of employment after the Grant Date and the Separation Date is eight months and five daysPerformance Period, the numerator Company, as soon as practicable following the Termination Date (but in subno event later than two and one-section half months after the end of the Performance Period) shall issue shares of Stock to Awardee (Aor Awardee’s designated beneficiary or estate executor, as applicable, in the event of Awardee’s death) above shall be ninewith respect to any Restricted Stock Units which, as of the Termination Date, have been vested but for which shares of Stock had not yet been issued to Awardee. (iic) Notwithstanding anything to the total number contrary herein, the provisions relating to the treatment of this Award in the case of the termination of Awardee’s employment, including any rights to acceleration, that may be set forth in an employment or executive agreement between Awardee and the Company Matching Options vested or an Affiliate (as applicable), shall apply to this Award to the extent applicable. In addition, if a Change in Control occurs at any time prior to the end of the Performance Period, the Awardee shall be deemed to have earned the CIC Percentage of the Target Award as of the Separation Date (which is Change in Control and the last day that shares deemed earned shall remain subject to time-based cliff vesting at the Participant is employed by end of the Performance Period subject to the Awardee’s continuous employment through such date; provided that, such time-based vesting shall be subject to any rights to acceleration set forth in any employment or executive agreement between Awardee and the Company or an Affiliate (as applicable) or in the Plan. This provision is specifically intended to control in the event of any subsidiary of the Company), including Company Matching Options previously vested, shall be equal to the number of Company Matching Options granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of inconsistency between this calculationAward Agreement, the number of months in the numerator in sub-section Plan or any employment or executive agreement. (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. (iii) The vested portion of the Company matching Option shall be exercisable during the twelve (12) month period following the date on which Participant’s employment terminates, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no Company Matching Option will be exercisable beyond its original term.d)

Termination of Employment and Change in Control. (A) Except as provided in Sections III(BIII (B) - (E) below, if, for any reason, Participant’s employment is terminated by the Company, or a subsidiary of the Company, all Company Matching RSUs and Company matching Matching Options not then vested in accordance with Sections I(D) and II(C)(ii) above, above shall be immediately forfeited. (B) In the event Participant’s employment with the Company, or any subsidiary of the Company, terminates by reason of death, Company Matching RSUs and Company Matching Options not then vested in accordance with Section I(D) and II(C)(ii) will become immediately vested, and the vested portion of the Company Matching Option shall be exercisable during the twelve (12) month period following the date on which Participant’s employment terminates, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no Company Matching Option will be exercisable beyond its original term. (C) In the event Participant’s employment is terminated by the Company, or any subsidiary of the Company, by reason of total and permanent disability (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such plan, as defined by the Social Security Administration), the Company Matching RSUs and the Company Matching Options Option shall vest on a pro rata basis as follows: (i) the total number of Company Matching RSUs vested as of the Separation Date (which is the last day that the Participant is employed by the Company or any subsidiary of the Company), shall be equal to the number of Company Matching RSUs multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. (ii) the total number of Company Matching Options vested as of the Separation Date (which is the last day that the Participant is employed by the Company or any subsidiary of the Company), including Company Matching Options previously vested, shall be equal to the number of Company Matching matching Options granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. (iii) The vested portion of the Company matching Matching Option shall be exercisable during the twelve (12) month period following the date on which Participant’s employment terminates, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; providedprovide, however, that no Company Matching Option will shall be exercisable beyond its original term.

Termination of Employment and Change in Control. (A) Except as provided in Sections III(B) - (E) below, if, for any reason, Participant’s employment is terminated Executive ceases to be employed by the Company, or a subsidiary of the Company, all Company Matching RSUs and Company matching Options not then vested in accordance with Sections I(D) and II(C)(ii) above, shall be immediately forfeited. (B) In the event Participant’s employment with Executive ceases to be employed by the Company, or any subsidiary of the Company, terminates by reason of death, Company Matching RSUs and Company Matching Options not then vested in accordance with Section I(D) and II(C)(ii) will become immediately vested, and the vested portion of the Company Matching Option shall be exercisable during the twelve (12) month period following the date on which Participant’s employment terminates, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no Company Matching Option will be exercisable beyond its original term. (C) In the event Participant’s employment is terminated Executive ceases to be employed by the Company, or any subsidiary of the Company, by reason of total and permanent disability (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such plan, as defined by the Social Security Administration), the Company Matching RSUs and the Company Matching Options shall vest on a pro rata basis as follows: (i) the total number of Company Matching RSUs vested as of the Separation Date (which is the last day that the Participant Executive is employed by the Company or any subsidiary of the Company), shall be equal to the number of Company Matching RSUs multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Purchase Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant Executive has worked. For example, if the time elapsed between the Grant Purchase Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. (ii) the total number of Company Matching Options vested as of the Separation Date (which is the last day that the Participant Executive is employed by the Company or any subsidiary of the Company), including Company Matching Options previously vested, shall be equal to the number of Company Matching Options granted on the Grant Purchase Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Purchase Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant Executive has worked. For example, if the time elapsed between the Grant Purchase Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. (iii) The vested portion of the Company matching Option shall be exercisable during the twelve (12) month period following the date on which Participant’s employment terminates, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no Company Matching Option will be exercisable beyond its original term.

Termination of Employment and Change in Control. (Ai) If Participant’s employment with the Company and its subsidiaries terminates within 24 months of the grant date as a result of the Participant’s voluntary termination of employment or involuntary termination by the Company or any subsidiary for Cause, the Participant Purchased RSUs shall be immediately forfeited as of the termination date. (ii) Except as provided in Sections III(B) - Section III (EB)-(F) below, if, for any reason, Participant’s employment is terminated by with the Company, or a Company and any subsidiary of the CompanyCompany terminates, all Company Matching RSUs and the Company matching Options Matching Option to the extent not then vested as of the termination date in accordance with Sections I(D) and II(C)(iiII(C)(i) above, above shall be immediately forfeitedforfeited as of the termination date. To the extent vested and unexercised as of the termination date, the Company Matching Option shall be exercisable on or before the ninetieth (90th) day following the termination date, as long as no government regulations or rules are violated by such exercise period; provided, however, that the Company Matching Option shall not be exercisable beyond its original term. (B) In the event Participant’s employment with the Company, or Company and any subsidiary of the Company, Company terminates by reason of death, Company Matching RSUs and the Company Matching Options Option not then vested in accordance with Section I(D) and II(C)(ii) Section II(C)(i), respectively, will become immediately vested, vested and the vested portion Vesting Date will be the date of death. Participant Purchased RSUs and Company Matching RSU shall settle as of the date of death and the Company Matching Option shall be exercisable by the Participant’s Beneficiary during the twelve (12) month period following the date on which Participant’s employment terminatesof death, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no Company Matching Option will be exercisable beyond its original term. (C) In the event Participant’s employment is terminated by with the Company, or Company and any subsidiary of the Company, Company terminates by reason of total and permanent disability (as defined in the Company’s Long-Term Disability Plan, or, if not defined in such plan, as defined by the Social Security Administration), the Company Matching RSUs and the Company Matching Options Option shall vest on a pro rata basis as follows: (i) the total number of Company Matching RSUs vested as of the Separation Date Participant’s employment termination date (which is the last day that the Participant is employed by the Company or any subsidiary of the Company), ) shall be equal to the number of Company Matching RSUs granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. Participant will be responsible for any applicable withholding taxes that may become due as of Participant’s employment termination date. Any Shares represented by RSUs that vest under this section shall settle on the Settlement Date that would have applied under the original schedule set forth in Section I(D) of this PEP Agreement. (ii) the total number of Company Matching Options Option vested as of Participant’s employment termination date with respect to the Separation Date (which is the last day that the Participant is employed by number of shares of Stock subject to the Company or any subsidiary of the Company), including Company Matching Options previously vestedOptions, shall be equal to the number of Company Matching Options granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. (iii) The the vested portion of the Company matching Matching Option shall be exercisable during the twelve (12) month period following the date on which Participant’s employment terminatestermination date, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no the Company Matching Option will shall not be exercisable beyond its original term.