Common use of Termination of Employment by Retirement Clause in Contracts

Termination of Employment by Retirement. In the event the employment of Participant is terminated by reason of Participant’s retirement on terms and conditions authorized in writing by the Committee, the Committee may exercise its discretion at or near Participant’s retirement date to provide that some or all outstanding Options not yet vested shall become immediately fully vested and, along with all previously vested Options, shall remain exercisable at any time prior to the Date of Expiration, or for five years after the date of retirement, whichever period is shorter. In exercising its discretion under this Section 7, the Committee shall consider whether Participant: (A) remained employed in good standing with the Company through Participant’s retirement date; (B) provided reasonable written notice to the Company of Participant’s intention to retire of no less than 12 weeks; (C) materially breached any statutory, contractual, or common law duties owed to Company or any material Company policy, including but not limited to post-employment non-competition, non-solicitation and confidentiality obligations; and (D) failed in good faith to provide to and perform for Company all reasonably requested duties and responsibilities in connection with the transition of Participant’s duties and responsibilities. In exercising its discretion, the Committee shall also consider: (1) the financial status of the Company; (2) Company performance; (3) Company stock performance; and (4) where appropriate, input from Company management. In the event the Committee does not so exercise its discretion, Participant’s termination of employment by reason of retirement shall be considered a termination of employment for other reasons and Section 8 of this Award Agreement shall govern.

Termination of Employment by Retirement. In the event the employment of the Participant is terminated by reason of Participant’s retirement on terms and conditions authorized in writing by the CommitteeAdministrator, the Committee Administrator may exercise its discretion at or near the Participant’s retirement date to provide that some or all outstanding Options not yet vested shall become are immediately fully vested and, along with all previously vested Options, shall remain exercisable at any time prior to the Date of Expirationtheir expiration date, or for five (5) years after the date of retirement, whichever period is shorter. In exercising its discretion under this Section 76, the Committee Administrator shall consider whether the Participant: (A1) remained employed in good standing with the Company through the Participant’s retirement date; (B2) provided reasonable written notice to the Company of the Participant’s intention to retire of no less than 12 twelve weeks; (C3) materially breached any statutory, contractual, or common law duties owed to Company or any material Company policyPolicy, including but not limited to post-employment non-competition, non-solicitation and confidentiality obligations; and (D4) failed in good faith to provide to and perform for Company all reasonably requested duties and responsibilities in connection with the transition of the Participant’s duties and responsibilities. In exercising its discretion, the Committee Administrator shall also consider: (1) the financial status of the Company; (2) Company performance; : (3) Company stock performance; and (4) where appropriate, input from Company management. In the event the Committee Administrator does not so exercise its discretion, the Participant’s termination of from employment by reason of retirement shall be considered a termination of employment for other reasons and vesting and exercising shall be governed by Section 8 7 of this Award Agreement shall governAgreement.

Termination of Employment by Retirement. In the event the employment of the Participant is terminated by reason of Participant’s retirement on terms and conditions authorized in writing by the CommitteeAdministrator, the Committee Administrator may exercise its discretion at or near the Participant’s retirement date to provide that some or all outstanding Options not yet vested shall become are immediately fully vested and, along with all previously vested Options, shall remain exercisable at any time prior to the Date of Expirationtheir expiration date, or for five (5) years after the date of retirement, whichever period is shorter. In exercising its discretion under this Section 76, the Committee Administrator shall consider whether the Participant: (A1) remained employed in good standing with the Company through the Participant’s retirement date; (B2) provided reasonable written notice to the Company of the Participant’s intention to retire of no less than 12 twelve weeks; (C3) materially breached any statutory, contractual, or common law duties owed to Company or any material Company policyPolicy, including but not limited to post-employment non-competition, non-solicitation and confidentiality obligations; and (D4) failed in good faith to provide to and perform for Company all reasonably requested duties and responsibilities in connection with the transition of the Participant’s duties and responsibilities. In exercising its discretion, the Committee Administrator shall also consider: (1) the financial status of the Company; (2) Company performance; : (3) Company stock performance; and (4) where appropriate, input from Company management. In the event the Committee does not so exercise its discretion, the Participant’s termination of from employment by reason of retirement shall be considered a termination of employment for other reasons and vesting and exercising shall be governed by Section 8 7 of this Award Agreement shall governAgreement.

Termination of Employment by Retirement. In the event the employment of the Participant is terminated by reason of Participant’s retirement on terms and conditions authorized in writing by the Committee, the Committee may exercise its discretion at or near the Participant’s retirement date to provide that some or all outstanding Options not yet vested shall become are immediately fully vested and, along with all previously vested Options, shall remain exercisable at any time prior to the Date of Expirationtheir expiration date, or for five (5) years after the date of retirement, whichever period is shorter. In exercising its discretion under this Section 76, the Committee shall consider whether the Participant: (A1) remained employed in good standing with the Company through the Participant’s retirement date; (B2) provided reasonable written notice to the Company of the Participant’s intention to retire of no less than 12 twelve weeks; (C3) materially breached any statutory, contractual, or common law duties owed to Company or any material Company policyPolicy, including but not limited to post-employment non-competition, non-solicitation and confidentiality obligations; and (D4) failed in good faith to provide to and perform for Company all reasonably requested duties and responsibilities in connection with the transition of the Participant’s duties and responsibilities. In exercising its discretion, the Committee shall also consider: (1) the financial status of the Company; (2) Company performance; : (3) Company stock performance; and (4) where appropriate, input from Company management. In the event the Committee does not so exercise its discretion, the Participant’s termination of from employment by reason of retirement shall be considered a termination of employment for other reasons and vesting and exercising shall be governed by Section 8 7 of this Award Agreement shall governAgreement.