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 in a Company plan applicable to Grantee, or an agreement between Grantee and the Company, if any, if GranteeIf Xxxxxxx’s Continuous Status as a Qualifying Employee (as defined below) ceases Service terminates for any reason prior to the Vesting DateDetermination Date other than as provided herein, then effective at the close Grantee shall forfeit Grantee’s outstanding Units as 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 such termination without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares consideration or any other compensation to Grantee with respect to such cancelled and forfeited Performance Unitsact or action by Xxxxxxx. (b) Unless otherwise provided If Xxxxxxx’s Continuous Service is terminated for Cause at any time prior to the Determination Date, then Grantee shall forfeit Grantee’s outstanding Units without further consideration or any act or action by Grantee. (c) If Grantee has a Qualifying Termination prior to the last day of the Performance Period, then, as of the date of such Qualifying Termination, then the Units shall remain outstanding and shall be earned, in a Company plan applicable to Granteewhole, approved by the Committeein part, or pursuant to an agreement between Grantee not at all, as provided on Exhibit A attached hereto 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 on the Determination Date, and paid on the Earned Award shall be prorated by multiplying the Earned Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to Xxxxxxx’s Qualifying Termination, and the denominator shall be 36). (d) If Xxxxxxx’s Continuous Service is terminated as a result of Xxxxxxx’s Retirement prior to the last day of the Performance Period, then the Units shall remain outstanding and shall be earned, in whole, in part, or after the Vesting Date not at all, as provided on Exhibit A attached hereto and as determined by the Committee on the Determination Date. (e) If there is a Change in Section 4 hereofControl prior to the last day of the Performance Period, and the Units are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board, then, as of the date of the Change in Control, the Units shall vest at the greater of (1) the Target Award, or (2) the number of Units that would vest based on actual performance achievement for the Performance Metric(s), as provided on Exhibit A attached hereto and as determined by the Committee, but measured as of the Change in Control, and convert to shares of Stock. (f) If there is a Change in Control prior to the last day of the Performance Period, and the Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Committee or the Board, then, as of the date of a CIC Qualifying Termination, the Units shall vest at the greater of (1) the Target Award or (2) the number of Units that would vest based on actual performance achievement for the Performance Metric(s), as provided on Exhibit A attached hereto and as determined by the Committee, but measured as of the date of the CIC Qualifying Termination, and convert to shares of Stock.

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 If Grantee’s Continuous Status as a Qualifying Employee (as defined below) ceases Service terminates for any reason prior to the Vesting Datelast day of the Performance Period other than as provided herein, then effective at the close Grantee shall forfeit Grantee’s outstanding Units as 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 such termination without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares consideration or any other compensation to Grantee with respect to such cancelled and forfeited Performance Unitsact or action by Grantee. (b) Unless If Grantee’s Continuous Service is terminated for Cause at any time prior to the Determination Date, then Grantee shall forfeit Grantee’s outstanding Units without further consideration or any act or action by Grantee. (c) If Grantee has a Qualifying Termination prior to the last day of the Performance Period, then, as of the date of such Qualifying Termination, a pro rata portion of the Target Award shall vest and convert to shares of Stock (with such pro rata portion determined by multiplying the Target Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to Grantee’s Qualifying Termination, and the denominator shall be 36). (d) If there is a Change in Control prior to the last day of the Performance Period, and the Units are not assumed by the surviving entity or otherwise provided equitably converted or substituted in connection with the Change in Control in a Company plan applicable to Grantee, manner approved by the CommitteeCommittee or the Board, or pursuant to an agreement between Grantee and the Companythen, 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 date of the Change in Control, a Qualifying Employee, pro rata portion of the Target Award shall vest on and convert to shares of Stock (with such pro rata portion determined by multiplying the Vesting DateTarget Award by a fraction, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee numerator of which shall be paid the number of months elapsed in the Performance Period prior to his or her estatethe Change in Control, and the amount denominator shall be 36). (e) If there is a Change in Control prior to the last day of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined Period, and the Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Committee or the Board, then, as of the date of a CIC Qualifying Termination, a pro rata portion of the Target Award shall vest and paid on or after convert to shares of Stock (with such pro rata portion determined by multiplying the Vesting Date as provided Target Award by a fraction, the numerator of which shall be the number of months elapsed in Section 4 hereofthe Performance Period prior to Grantee’s CIC Qualifying Termination, and the denominator shall be 36.

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 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 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 GranteeIf Xxxxxxx’s Continuous Status as a Qualifying Employee (as defined below) ceases Service terminates for any reason prior to the Vesting Datelast day of the Performance Period other than as provided herein, then effective at the close Grantee shall forfeit Grantee’s outstanding Units as 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 such termination without any further obligation on the part of the Company, such that the Company shall not be obligated to deliver any Shares consideration or any other compensation to Grantee with respect to such cancelled and forfeited Performance Unitsact or action by Grantee. (b) Unless If Xxxxxxx’s Continuous Service is terminated for Cause at any time prior to the Determination Date, then Grantee shall forfeit Grantee’s outstanding Units without further consideration or any act or action by Grantee. (c) If Grantee has a Qualifying Termination prior to the last day of the Performance Period, then, as of the date of such Qualifying Termination, a pro rata portion of the Target Award shall vest and convert to shares of Stock (with such pro rata portion determined by multiplying the Target Award by a fraction, the numerator of which shall be the number of months elapsed in the Performance Period prior to Xxxxxxx’s Qualifying Termination, and the denominator shall be 36). (d) If there is a Change in Control prior to the last day of the Performance Period, and the Units are not assumed by the surviving entity or otherwise provided equitably converted or substituted in connection with the Change in Control in a Company plan applicable to Grantee, manner approved by the CommitteeCommittee or the Board, or pursuant to an agreement between Grantee and the Companythen, 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 date of the Change in Control, a Qualifying Employee, pro rata portion of the Target Award shall vest on and convert to shares of Stock (with such pro rata portion determined by multiplying the Vesting DateTarget Award by a fraction, in such amount as if Grantee had continued as a Qualifying Employee through the Vesting Date. Any payments due to a deceased Grantee numerator of which shall be paid the number of months elapsed in the Performance Period prior to his or her estatethe Change in Control, and the amount denominator shall be 36). (e) If there is a Change in Control prior to the last day of Shares paid, if any, will be contingent upon performance against the Performance Measures as determined Period, and the Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Committee or the Board, then, as of the date of a CIC Qualifying Termination, a pro rata portion of the Target Award shall vest and paid on or after convert to shares of Stock (with such pro rata portion determined by multiplying the Vesting Date as provided Target Award by a fraction, the numerator of which shall be the number of months elapsed in Section 4 hereofthe Performance Period prior to Grantee’s CIC Qualifying Termination, and the denominator shall be 36.