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

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5, as otherwise approved by the Committee, as provided in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases for any reason prior to the Vesting Date, then effective at the close of business on the date Grantee’s Continuous Status as a Qualifying Employee ceases, all of Grantee’s Performance Units covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance Units. (b) Unless otherwise provided in a Company plan applicable to Grantee, approved by the Committee, or pursuant to an agreement between Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) Grantee’s Continuous Status as an Employee terminates by reason of Grantee’s “Permanent Disability” (as defined in Section 22(e)(3) of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estate, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 hereof.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 56, as otherwise approved by the Committee, as provided in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if (i) Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases for any reason prior to the Vesting Date, then effective at the close of business on the date Grantee’s Continuous Status as a Qualifying Employee ceases, all of Grantee’s Performance Units Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance UnitsShares. (b) Unless otherwise provided in a Company plan applicable to Grantee, approved by the Committee, or pursuant to an agreement between Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) Grantee’s Continuous Status as an Employee terminates by reason of Grantee’s “Permanent Disability” (as defined in Section 22(e)(3) of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estate, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 5 hereof.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5, as otherwise approved by the Committee, as provided Board or in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if Grantee’s Continuous Status status as a Qualifying Employee (as defined below) an employee of the Company ceases for any reason prior to the Vesting Date, then effective at the close of business on the date Grantee’s Continuous Status status as a Qualifying Employee an employee ceases, all of Grantee’s Performance Units Shares covered by this Agreement, whether earned or unearned, Agreement shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance Units. (b) Unless otherwise provided in a Company plan applicable to Grantee, approved by Shares. Notwithstanding the Committee, or pursuant to an agreement between Grantee and the Companyforegoing, if any, if the date of Xxxxxxx’s Qualified Retirement during the period commencing Performance Period is at least twelve (12) months after the Grant Date, the target number of Performance Shares will be adjusted on a prorated allocation of unvested shares based on the number of full and partial months between the date of Qualified Retirement and the Grant Date and ending compared to the total number of months in the Performance Period. Such adjusted target number of Performance Shares will vest on the Vesting Date (vesting date specified in Exhibit A subject to the Performance Measures being satisfied. As used herein, “Vesting Period”): Qualified Retirement” means Xxxxxxx’s separation from service with the Company and its Affiliates, other than for cause, with Grantee having (i) Grantee’s Continuous Status as an Employee terminates by reason met a combined age and service requirement of Grantee’s “Permanent Disability” sixty-five (as defined in Section 22(e)(365), with a minimum service of five (5) years and a minimum age of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estatefifty-five (55), and (ii) provided the amount Company with a notice of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 hereofhis date of retirement at least six (6) months prior to Xxxxxxx’s retirement date.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5If, as otherwise approved during the Performance Period, the Recipient’s employment is terminated (i) by the CommitteeCompany, the Trust or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as provided such term is defined in a Company plan applicable Section 6(c) hereof), (iii) due to Granteethe Recipient’s “Retirement” (as such term is defined in Section 6(c) hereof), or an agreement between Grantee (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of Performance-Based LTIP Units that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 4 hereof, and the CompanyRecipient’s Earned Performance-Based LTIP Units, if any, if Granteeshall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) hereof. If the Recipient’s Continuous Status Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the Performance-Based LTIP Units are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned Performance-Based LTIP Units shall become fully vested as a Qualifying Employee (as defined belowof the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 4(a) ceases hereof. With respect to Earned Performance-Based LTIP Units held by the Recipient for any reason which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Vesting DateRecipient’s Qualified Termination, then effective at the close of business any restrictions on the date Grantee’s Continuous Status Earned Performance-Based LTIP Units shall lapse and such Earned Performance-Based LTIP Units shall automatically become fully vested as a Qualifying Employee ceases, all of Grantee’s Performance Units covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that date of the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance Unitstermination of the Recipient’s employment. (b) Unless otherwise provided If, during the Performance Period, a Change in a Company plan applicable to Grantee, approved by Control occurs while the Committee, or pursuant to Recipient is an agreement between Grantee and employee of the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) Grantee’s Continuous Status as Trust or an Employee terminates by reason of Grantee’s “Permanent Disability” (as defined in Section 22(e)(3) of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estateAffiliate, and the amount Performance-Based LTIP Units are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s Performance-Based LTIP Units shall be deemed earned based on the actual level of Shares paid, if any, will be contingent upon performance against achievement of the Performance Measures Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned Performance-Based LTIP Units shall be fully vested. With respect to Earned Performance-Based LTIP Units held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned Performance-Based LTIP Units shall lapse and paid such Earned Performance-Based LTIP Units shall automatically become fully vested as of the date of the Change in Control. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company, the Trust or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company or the Trust within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company, the Trust or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company, the Trust or an Affiliate on or after the Vesting Date as provided in Section 4 hereofage 65.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5, as otherwise approved by the Committee, as provided in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases for any reason prior to the Vesting Date, then effective at the close of business on the date Grantee’s Continuous Status as a Qualifying Employee ceases, all of Grantee’s Performance Units Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance UnitsShares. (b) Unless otherwise provided in a Company plan applicable to Grantee, approved by the Committee, or pursuant to an agreement between Grantee and the Company, if any, if during the period commencing on the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) Grantee’s Continuous Status as an Employee terminates by reason of Grantee’s “Permanent Disability” (as defined in Section 22(e)(3) of the Code) or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estate, and the amount of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined by the Committee and paid on or after the Vesting Date as provided in Section 4 hereof.

Termination of Employment; Change in Control. (a) Except as set forth in this Section 5If, as otherwise approved during the Performance Period, the Recipient’s employment is terminated (i) by the CommitteeCompany or an Affiliate without Cause, (ii) by the Recipient for “Good Reason” (as provided such term is defined in a Company plan applicable Section 5(c) hereof), (iii) due to Granteethe Recipient’s “Retirement” (as such term is defined in Section 5(c) hereof), or an agreement between Grantee (iv) due to the Recipient’s death or Disability (such termination, a “Qualified Termination”), then the number of RSUs that are earned by the Recipient shall be determined at the end of the Performance Period in accordance with Section 3 hereof, and the CompanyRecipient’s Earned RSUs, if any, if Granteeshall become fully vested as of the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof. If the Recipient’s Continuous Status Qualified Termination occurs during the Performance Period and within twelve (12) months after a Change in Control in which the RSUs are assumed by the acquirer or surviving entity in the Change in Control transaction, then any such Earned RSUs shall become fully vested as a Qualifying Employee (as defined belowof the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) ceases hereof. With respect to Earned RSUs held by the Recipient for any reason which the Performance Period is complete but for which the additional vesting period is incomplete prior to the Vesting DateRecipient’s Qualified Termination, then effective at the close of business any restrictions on the date Grantee’s Continuous Status Earned RSUs shall lapse and such Earned RSUs shall automatically become fully vested as a Qualifying Employee ceases, all of Grantee’s Performance Units covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of the Company, such that date of the Company shall not be obligated to deliver any Shares or any other compensation to Grantee with respect to such cancelled and forfeited Performance Unitstermination of the Recipient’s employment. (b) Unless otherwise provided in a Company plan applicable to GranteeIf, approved by the Committee, or pursuant to an agreement between Grantee and the Company, if any, if during the period commencing on Performance Period, a Change in Control occurs while the Grant Date and ending on the Vesting Date (the “Vesting Period”): (i) Grantee’s Continuous Status as Recipient is an Employee terminates by reason of Grantee’s “Permanent Disability” (as defined in Section 22(e)(3) employee of the Code) Company or death while a Qualifying Employee, the Award shall vest on the Vesting Date, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee shall be paid to his or her estatean Affiliate, and the amount RSUs are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s RSUs shall be deemed earned based on the actual level of Shares paid, if any, will be contingent upon performance against achievement of the Performance Measures Criteria measured as of the date of the Change in Control, as determined by the Committee based on a then forty (40) day trailing average price per share of Stock. Any such Earned RSUs shall be fully vested. With respect to Earned RSUs held by the Recipient for which the Performance Period is complete but for which the additional vesting period is incomplete, any restrictions on the Earned RSUs shall lapse and paid such Earned RSUs shall automatically become fully vested as of the date of the Change in Control. As of the date of the Change in Control, the Company shall cause one share of Stock to be issued to the Recipient for each such Earned RSU that fully vests, less applicable withholding taxes pursuant to Section 9 hereof. Notwithstanding the foregoing, to the extent necessary for the Recipient to avoid taxes and/or penalties under Section 409A of the Code, a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code. (c) For purposes of this Agreement, the term “Good Reason” shall mean, unless otherwise provided in an applicable agreement between the Recipient and the Company or an Affiliate, the occurrence of one or more of the following without the Recipient’s express written consent, which circumstances are not remedied by the Company within thirty (30) days of its receipt of a written notice from the Recipient describing the applicable circumstances (which notice must be provided by the Recipient within ninety (90) days of the Recipient’s knowledge of the applicable circumstances): (i) any material, adverse change in the Recipient’s duties, responsibilities, authority, title, status or reporting structure; (ii) a material reduction in the Recipient’s base salary or bonus opportunity; or (iii) a geographical relocation of the Recipient’s principal office location by more than fifty (50) miles. For purposes of this Agreement, the term “Retirement” shall mean retirement from active employment with the Company or an Affiliate pursuant to its relevant policy on retirement as determined by the Committee, or, if no such policy is in place, retirement from active employment with the Company or an Affiliate on or after the Vesting Date as provided in Section 4 hereofage 65.