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

Termination of Employment and Change in Control. In the event the Company (or the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event of a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate. A Performance Period will begin on January 1 of each year and continue to December 31, three years hence. On January 1 of each year a new three-year Performance Period will commence, except that initially the PSA Program will commence with two Performance Periods that will run concurrently with one Performance Period having a period of two years and the other a period of three years.

Termination of Employment and Change in Control. In (a) Subject to the event terms of any employment, executive or similar agreement, if Awardee’s employment with the Company and its Affiliates is voluntarily or involuntarily terminated (regardless of the reason 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 Subsidiary employing a Participantterms of Awardee’s employment or other service agreement, if any) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result other than by reason of Participant’s Disability, death or Disability, Participant will be entitled Retirement prior to receive a pro-rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will Awardee’s right in any Restricted Stock Units that are not vested shall automatically terminate as of the date of termination of Awardee's employment (the “Termination Date”). Such Restricted Stock Units shall be settled at canceled and shall be of no further force and effect as of the time it would Termination Date. The Committee or any of its delegates shall have otherwise been paid had Participant remained the discretion to determine when the Termination Date occurs for purposes of Awardee's Restricted Stock Units (including whether Awardee may still be considered to be employed through while on a leave of absence). (b) If Awardee’s termination of employment is on account of Disability, death or Retirement prior to the end of the Performance Period, Awardee shall not forfeit his or her Award and shall remain eligible to earn his or her Award, subject to the requirements of Section 2; provided, however, that the number of Restricted Stock Units determined pursuant to Section 2 by the Committee shall be multiplied by a fraction, the numerator of which shall be the full and partial months from the Award Date to Awardee’s Termination Date and the denominator of which shall be the number of months in the Performance 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 apply. In additionthe event of Awardee’s termination of employment after the Performance Period, the Company, as soon as practicable following the Termination Date (but in no event later than two and one-half months after the end of the Performance Period) shall issue shares of Stock to Awardee (or Awardee’s designated beneficiary, estate executor or legal heirs, as applicable, in the event of Awardee’s death) with 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. (c) Notwithstanding anything to the 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 or an Affiliate (as applicable), shall apply to this Award to the extent applicable. In addition, if a Change in Control that occurs during at any time prior to the end of the Performance Period while a Participant is an EmployeePeriod, an Award will the Awardee shall be deemed to have earned and paid out the CIC Percentage of the Target Award as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject Control and the shares deemed earned shall remain subject to time-based cliff vesting at the end of the Performance Period subject to the foregoing Awardee’s continuous employment through such date; provided that, such time-based vesting shall be subject to any rights to acceleration provisions and any such provisions 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 Participant ceases to be an Employee for of any or no reason before Participant earns any portion of an Awardinconsistency between this Award Agreement, the Award and Participant’s right to acquire Plan or any Shares thereunder will immediately terminate. A Performance Period will begin on January 1 of each year and continue to December 31, three years hence. On January 1 of each year a new three-year Performance Period will commence, except that initially the PSA Program will commence with two Performance Periods that will run concurrently with one Performance Period having a period of two years and the other a period of three yearsemployment or executive agreement.

Termination of Employment and Change in Control. In the event the Company (or the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event of a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate. A Performance Period will begin on January 1 of each year and continue to December 31, three years hence. On January 1 of each year a new three-year Performance Period will commence, except that initially the PSA Program will commence with two Performance Periods that will run concurrently with one Performance Period having a period of two years and the other a period of three years.

Termination of Employment and Change in Control. In the event the Company (or the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event of a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate. A Performance Period will begin on January 1 of coincide with each fiscal year and will continue to December 31for a 3 year period, three years henceunless otherwise specified. On January 1 of each Each year a new three-year Performance Period will commence, except that initially . Each Participant in the PSA Program will commence with two has a target Award opportunity for the Performance Periods Period, which must be established no later than the latest possible date that will run concurrently with one not jeopardize an Award’s qualification as performance based compensation under Section 162(m) of the Internal Revenue Code of 1986 as amended. This target is determined by the Committee. The Award opportunity is established for each executive pay grade level considering competitive performance share award opportunities for comparable positions. Participants will have their actual Award payment determined based upon the Company’s performance. The performance goals established for a Performance Period having a period of two years and the other formula for determining the “Performance Share Award Factor,” as defined below, will be displayed in Exhibit A. Participants are limited to a period maximum Award equal to 200% of three years.the target Award established for each Participant by the Committee. Final Awards will be distributed in shares of the Company’s Common Stock. The Performance Share Award Factor is the combined performance level achieved by the Company against the two target measures of Total Shareholder Return (“TSR”) and Return on Net Assets (“RONA”). The Award formula is provided below: PSA Factors (TSR & RONA) X Participant’s Target Award (Base Pay x Target percent ÷ by Stock Price on Award Date) = Final Performance Share Award

Termination of Employment and Change in Control. In the event the Company (or the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro-pro- rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event of a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate. A Performance Period will begin on January 1 of each year and continue to December 31, three years hence. On January 1 of each year a new three-year Performance Period will commence, except that initially the PSA Program will commence with two Performance Periods that will run concurrently with one Performance Period having a period of two years and the other a period of three years.