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

Termination of Employment Change of Control. (a) Termination at age 55 and above. (i) If a Participant terminates from employment at age 55-61 other than for Cause (for these purposes, “Early Retirement”), the PSUs will become non-forfeitable in accordance with Table B and will be paid to the extent earned in accordance with Section 3. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3.  [Modify vesting as appropriate.] (ii) If a Participant terminates from employment at age 62 or later other than for Cause (for these purposes, “Retirement”), the PSUs which have been held by the Participant until 1/1/20__ will be deemed to be non-forfeitable and will be paid to the extent earned in accordance with Section 3. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3. [Modify vesting as appropriate.]

Termination of Employment Change of Control. (a) Termination at age 55 and above. (i) If a Participant terminates from employment at age 55-61 other than for Cause (for these purposes, “Early Retirement”), the PSUs will become non-forfeitable in accordance with Table B and will be paid to the extent earned in accordance with Section 3. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3.  At 1/1/20__ or After 25% of the award At 1/1/20__ or After 50% of the award At 1/1/20__ or After 75% of the award At 1/1/20__ or After 100% of the award [Modify vesting as appropriate.] (ii) If a Participant terminates from employment at age 62 or later other than for Cause (for these purposes, “Retirement”), the PSUs which have been held by the Participant until 1/1/20__ will be deemed to be non-forfeitable and will be paid to the extent earned in accordance with Section 3. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3. [Modify vesting as appropriate.]

Termination of Employment Change of Control. (a) Termination at age 55 and or above. (i) If a Participant terminates from employment at age 55-61 other than for Cause (for these purposes, “Early Retirement”), the PSUs outstanding SOSARs will become non-forfeitable in accordance with Table B A, provided that the Participant has been employed continuously from the Grant Date until the Termination Date. Such non-forfeitable SOSARs will continue to vest and will be paid to the extent earned become exercisable in accordance with Section 33(a) (notwithstanding the Participant’s termination of employment) and will remain exercisable for the remainder of the 10-year term, except as otherwise provided herein. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and (A) is not executed by the Participant, the Participant may exercise vested SOSARs until the first to occur of (i) the date that is 30 days after the Participant’s Termination Date or if (ii) the date on which the SOSARs expire according to their term, and the SOSARs will expire after such date, or (B) the Participant violates the covenant, unvested PSUs the SOSARs will be forfeited and vested PSUs not yet paid as of forfeited; in addition, in each case, the unvested SOSARs on the Termination Date will be paid to forfeited as of such date. At 1/1/20XX or After 34% of the extent earned in accordance with Section 3.  [Modify vesting as appropriate.]award At 1/1/20XX or After 67% of the award At 1/1/20XX or After 100% of the award  (ii) If a Participant terminates from employment at age 62 or later other than for Cause (for these purposes, “Retirement”), the PSUs outstanding SOSARs which have been held by the Participant until 1/1/20__ 1/1/20XX will be deemed to be non-forfeitable, provided that the Participant has been employed continuously from the Grant Date until the Termination Date. Such non-forfeitable SOSARs will continue to vest and will be paid to the extent earned become exercisable in accordance with Section 33(a) (notwithstanding the Participant’s termination of employment) and will remain exercisable for the remainder of the 10-year term, except as otherwise provided herein. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and (A) is not executed by the Participant, the Participant may exercise vested SOSARs until the first to occur of (i) the date that is 30 days after the Participant’s Termination Date or if (ii) the date on which the SOSARs expire according to their term, and such vested SOSARs will expire after such date, and (B) the Participant violates the covenant, unvested PSUs the SOSARs will be forfeited and vested PSUs not yet paid as of forfeited; in addition, in each case, the unvested SOSARs on the Termination Date will be paid to the extent earned in accordance with Section 3. [Modify vesting forfeited as appropriateof such date.]

Termination of Employment Change of Control. (a) Termination at age 55 and above. (i) If a Participant terminates from employment at age 55-61 other than for Cause (for these purposes, “Early Retirement”), the PSUs will become non-forfeitable in accordance with Table B and will be paid to the extent earned in accordance with Section 3. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3.  [Modify vesting as appropriate.]If Participant age 55-61 terminates: The percentage of PSUs that will become non-forfeitable is: On or After 1/1/20XX 34% of the award On or After 1/1/20XX 67% of the award On or After 1/1/20XX 100% of the award  (ii) If a Participant terminates from employment at age 62 or later other than for Cause (for these purposes, “Retirement”), the PSUs which have been held by the Participant until 1/1/20__ 1/1/20XX will be deemed to be non-forfeitable and will be paid to the extent earned in accordance with Section 3. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs will be forfeited and vested PSUs not yet paid as of the Termination Date will be paid to the extent earned in accordance with Section 3. [Modify vesting as appropriate.]

Termination of Employment Change of Control. (a) Termination at age 55 and aboveabove and prior to Vesting Date. (i) If a Participant terminates from employment at age 55-61 other than for Cause (for these purposes, “Early Retirement”)) and prior to the Vesting Date, the PSUs RSUs will become non-forfeitable vested in accordance with Table B A and will be paid to within 90 days of the extent earned in accordance with Section 3Termination Date. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, or if the Participant violates the covenant, unvested PSUs the RSUs, to the extent unvested, will be forfeited and forfeited. Any vested PSUs RSUs not yet paid as of the Termination Date provided herein will be paid to the extent earned in accordance with Section 3.  [Modify vesting as appropriate.]On or after 1/1/20XX 34% of the award On or after 1/1/20XX 67% of the award On or after 1/1/20XX 100% of the award  (ii) If a Participant terminates from employment at age 62 or later other than for Cause (for these purposes, “Retirement”)) and prior to the Vesting Date, the PSUs RSUs which have been held by the Participant until 1/1/20__ on or after 1/1/20XX will be deemed to be non-forfeitable become fully vested and will be paid to within 90 days of the extent earned in accordance with Section 3Termination Date. The Participant may be required to execute a reasonable non-competition covenant (except where not applicable due to some state laws) with the Company restricting the Participant from competing with the Company in a specified territory for a specified period of time. If such covenant is required by the Company and is not executed by the Participant, Participant or if the Participant violates the covenant, unvested PSUs the RSUs, to the extent unvested, will be forfeited and forfeited. Any vested PSUs RSUs not yet paid as of the Termination Date provided herein will be paid to the extent earned in accordance with Section 3. [Modify vesting as appropriate.]