Common use of TERMINATION OF EMPLOYMENT DUE TO DEATH, RETIREMENT, OR DISABILITY Clause in Contracts

TERMINATION OF EMPLOYMENT DUE TO DEATH, RETIREMENT, OR DISABILITY. If a Participant ceases to be an employee prior to the end of the Performance Period by reason of death, Retirement or Disability, the Participant (or in the case of the Participant's death, the Participant's beneficiary) shall be entitled to receive shares of Common Stock equal to the number of shares of Common Stock the Participant would have been entitled to under Section 6 if he or she had remained employed until the last day of the Performance Period multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period of January 1, 2003 through the date of the Participant's employment terminated and the denominator of which shall be thirty-six. The delivery of such shares of Common Stock shall be made as soon as administratively feasible after the end of the Performance Period, whether or not the Participant had elected under Section 6 above to defer receipt of Common Stock deliverable under this Award. Any distribution made with respect to a Participant who has died shall be paid to the beneficiary designated by the Participant pursuant to Article 11 of the Plan to receive the Participant's shares of Common Stock under this Award. If the Participant's beneficiary predeceases the Participant or no beneficiary has been designated, distribution of the Participant's shares of Common Stock under this Award shall be made to the Participant's surviving spouse and if none, to the Participant's estate.

TERMINATION OF EMPLOYMENT DUE TO DEATH, RETIREMENT, OR DISABILITY. If a Participant ceases to be an employee prior to the end of the Performance Period by reason of death, Retirement retirement or Disabilitydisability, the Participant (or in the case of the Participant's ’s death, the Participant's ’s beneficiary) shall be entitled to receive shares a cash amount equal the product of Common Stock equal to (i) the value per Performance Unit of $30 multiplied by (ii) the number of shares of Common Stock Performance Units the Participant would have been entitled to under Section 6 if he or she had remained employed until the last day of the Performance Period multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period of January 1, 2003 2007 through the date of the Participant's ’s employment terminated and the denominator of which shall be thirty-six. The delivery payment of such shares of Common Stock amount shall be made as soon as administratively feasible after the end of the Performance Period, whether or not the Participant had elected under Section 6 above to defer receipt of Common Stock any amount deliverable under this Award. Any distribution made with respect to a Participant who has died shall be paid to the beneficiary designated by the Participant pursuant to Article 11 of the Plan to receive the Participant's shares of Common Stock amounts payable under this Award. If the Participant's ’s beneficiary predeceases the Participant or no beneficiary has been properly designated, distribution of any amounts payable to the Participant's shares of Common Stock Participant under this Award shall be made to the Participant's ’s surviving spouse and if none, to the Participant's ’s estate.

TERMINATION OF EMPLOYMENT DUE TO DEATH, RETIREMENT, OR DISABILITY. If a Participant ceases to be an employee prior to the end of the Performance Period by reason of death, Retirement an End of Service Date or Disabilitydisability, the Participant (or in the case of the Participant's death, the Participant's beneficiary) shall be entitled to receive shares of Common Stock equal to the number of shares of Common Stock the Participant would have been entitled to under Section 6 if he or she had remained employed until the last day of the Performance Period multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period of January 1, 2003 2007 through the date of the Participant's employment terminated and the denominator of which shall be thirty-six. The delivery of such shares of Common Stock shall be made as soon as administratively feasible after the end of the Performance Period. The Participant's "End of Service Date" is the date of his or her retirement after attaining age 55 and completing ten years of service (as defined in the Xxxx Corporation Pension Plan, regardless of whether or not the Participant had elected under Section 6 above to defer receipt of Common Stock deliverable under this Awardparticipates in such plan). Any distribution made with respect to a Participant who has died shall be paid to the beneficiary designated by the Participant pursuant to Article 11 of the Plan to receive the Participant's shares of Common Stock under this Award. If the Participant's beneficiary predeceases the Participant or no beneficiary has been properly designated, distribution of the Participant's shares of Common Stock under this Award shall be made to the Participant's surviving spouse and if none, to the Participant's estate.

TERMINATION OF EMPLOYMENT DUE TO DEATH, RETIREMENT, OR DISABILITY. If a Participant ceases to be an employee prior to the end of the Performance Period by reason of death, Retirement retirement or Disabilitydisability, the Participant (or in the case of the Participant's ’s death, the Participant's ’s beneficiary) shall be entitled to receive shares of Common Stock equal to the number of shares of Common Stock the Participant would have been entitled to under Section 6 if he or she had remained employed until the last day of the Performance Period multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period of January 1, 2003 2006 through the date of the Participant's ’s employment terminated and the denominator of which shall be thirty-six. The delivery of such shares of Common Stock shall be made as soon as administratively feasible after the end of the Performance Period, whether or not the Participant had elected under Section 6 above to defer receipt of Common Stock deliverable under this Award. Any distribution made with respect to a Participant who has died shall be paid to the beneficiary designated by the Participant pursuant to Article 11 of the Plan to receive the Participant's ’s shares of Common Stock under this Award. If the Participant's ’s beneficiary predeceases the Participant or no beneficiary has been properly designated, distribution of the Participant's ’s shares of Common Stock under this Award shall be made to the Participant's ’s surviving spouse and if none, to the Participant's ’s estate.

TERMINATION OF EMPLOYMENT DUE TO DEATH, RETIREMENT, OR DISABILITY. If a Participant ceases to be an employee prior to the end of the Performance Period by reason of death, Retirement retirement or Disabilitydisability, the Participant (or in the case of the Participant's ’s death, the Participant's ’s beneficiary) shall be entitled to receive shares of Common Stock equal to the number of shares of Common Stock the Participant would have been entitled to under Section 6 if he or she had remained employed until the last day of the Performance Period multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period of January 1, 2003 2005 through the date of the Participant's ’s employment terminated and the denominator of which shall be thirty-six. The delivery of such shares of Common Stock shall be made as soon as administratively feasible after the end of the Performance Period, whether or not the Participant had elected under Section 6 above to defer receipt of Common Stock deliverable under this Award. Any distribution made with respect to a Participant who has died shall be paid to the beneficiary designated by the Participant pursuant to Article 11 of the Plan to receive the Participant's ’s shares of Common Stock under this Award. If the Participant's ’s beneficiary predeceases the Participant or no beneficiary has been properly designated, distribution of the Participant's ’s shares of Common Stock under this Award shall be made to the Participant's ’s surviving spouse and if none, to the Participant's ’s estate.