Common use of Termination of Employment Due to Retirement Clause in Contracts

Termination of Employment Due to Retirement. Prior to the vesting and settlement of the RSUs, (i) if the Recipient’s employment or other association with the Company is terminated due to Retirement (as defined below) and the Company does not have grounds to terminate Recipient’s employment or other association with the Company for cause, and (ii) provided the Recipient has executed and continues to comply with the terms of an agreement not to provide services as an employee, director, consultant, agent, or otherwise, to any of the Company’s direct competitors for a period of two (2) years from the date of Retirement (the “Retirement Date”), then the Recipient’s RSUs shall continue to vest after the date of Retirement Date in accordance with the original terms of such RSUs. Notwithstanding the foregoing, (i) if the Retirement Date occurs during the nine-month period immediately following the Grant Date, then all of the RSUs and the corresponding Dividend Equivalents shall be forfeited; and (ii) if the Retirement Date occurs during the three-month period prior to the first anniversary of the Grant Date, then the Recipient shall be eligible to earn a number of shares of Stock in the manner and as provided in Section 2 above (pro-rated based on (A) the number of full months of the Recipient’s employment from the beginning of the performance period through the Retirement Date divided by (B) the total number of months in the performance period) and the remaining RSUs and the corresponding Dividend Equivalents shall be forfeited. “Retirement” shall mean voluntary termination of employment after the age of sixty (60) with at least ten (10) years of combined service to the Company and/or any of its subsidiaries; provided, however, that if the Recipient elects to terminate employment in connection with a Retirement, the Recipient must provide the Company with a minimum of (x) six (6) months prior written notice of such Retirement if such Recipient’s title is at the senior vice president level and above, or (y) three (3) months prior written notice of such Retirement if such Recipient’s title is at the first vice president level and below.

Termination of Employment Due to Retirement. Prior to the full vesting and settlement of the RSUs, (i) if the Recipient’s employment or other association with the Company is terminated due to Retirement (as defined below) and the Company does not have grounds to terminate Recipient’s employment or other association with the Company for cause, and (ii) provided the Recipient has executed and continues to comply with the terms of an agreement not to provide services as an employee, director, consultant, agent, or otherwise, to any of the Company’s direct competitors for a period of two (2) years from the date of Retirement (the “Retirement Date”), then the Recipient’s RSUs shall continue to vest and be settled after the date of Retirement Date in accordance with the original terms of such RSUs. Notwithstanding the foregoing, (i) if the Retirement Date occurs during the nine-month period immediately following the Grant Date, then all of the RSUs and the corresponding Dividend Equivalents shall be forfeited; and (ii) if the Retirement Date occurs during the three-month period prior to the first anniversary of the Grant Date, then one-third of the Recipient RSUs shall be eligible to earn a number vest on the first anniversary of shares of Stock in the manner and as provided in Section 2 above Grant Date (pro-rated based on (A) the number of full months of the Recipient’s employment from the beginning of the performance period Grant Date through the Retirement Date divided by (B) the total number of months in the performance periodtwelve (12)) and the remaining RSUs and the corresponding Dividend Equivalents shall be forfeited. “Retirement” shall mean voluntary termination of employment after the age of sixty (60) with at least ten (10) years of combined service to the Company and/or any of its subsidiaries; provided, however, that if the Recipient elects to terminate employment in connection with a Retirement, the Recipient must provide the Company with a minimum of (x) six (6) months prior written notice of such Retirement if such Recipient’s title is at the senior vice president level and above, or (y) three (3) months prior written notice of such Retirement if such Recipient’s title is at the first vice president level and below.

Termination of Employment Due to Retirement. Prior to In the vesting and settlement of the RSUs, (i) if the Recipientevent Grantee’s employment or other association with the Company is terminated due to his or her Retirement (other than as defined set forth in subparagraph (f)(v) below) and ), the Company does not have grounds to terminate Recipient’s employment or other association with the Company for cause, and (ii) provided the Recipient has executed and continues to comply with the terms of an agreement not to provide services as an employee, director, consultant, agent, or otherwise, to any following portion of the Company’s direct competitors Award will vest and Shares equal to the number of such vested Performance Units will be distributed at the time set forth in this clause (iii) below: (x) the percentage of the Award earned based upon the extent, if any, of attainment of the performance goals for the Award as measured at the earlier of the end of the calendar year during which such Retirement occurs or the end of the Performance Period, multiplied by (y) a period fraction, the numerator of two (2) years from which is the number of days during the Performance Period ending on the date of Grantee’s Retirement (the “Retirement Date”), then the Recipient’s RSUs shall continue to vest after the date of Retirement Date in accordance with the original terms of such RSUs. Notwithstanding the foregoing, (i) if the Retirement Date occurs during the nine-month period immediately following the Grant Date, then all of the RSUs and the corresponding Dividend Equivalents shall be forfeiteddenominator of which is the number of days in the Performance Period; and (ii) provided, that if the Retirement Date such termination occurs during the three-month period prior to the first anniversary within one year of the Grant Date, then such termination will not be considered a “Retirement” for purposes of this Agreement, no part of the Recipient shall Award will vest, and the entire Award will be eligible immediately cancelled and forfeited upon such termination. Such Shares will be distributed to earn a number of shares of Stock in Grantee on the manner and as provided in Section 2 above earlier of: (pro-rated based on (Ax) the number of full months date after January 1 of the Recipient’s calendar year immediately following the calendar year during which such termination of employment from occurs and on or prior to March 15 of such calendar year, as determined by the beginning of the performance period through the Retirement Date divided by Company, or (By) the total number of months Payment Date described in the performance periodparagraph (b) and the remaining RSUs and the corresponding Dividend Equivalents shall be forfeitedabove. For purposes hereof “Retirement” shall mean voluntary the termination of employment by the Grantee if (i) the Grantee’s age plus continuous years of service with the Company (for the avoidance of doubt, counting years of service with a subsidiary of the Company prior to the closing date of the transaction in which it became a subsidiary of the Company) is at least 65, (ii) such termination of employment occurs either (x) after the Grantee has reached age of sixty (60) with at least ten (10) years of combined service to 55 and the Company and/or any of its subsidiaries; provided, however, that if the Recipient elects to terminate employment in connection with a Retirement, the Recipient must provide the Company with Grantee has a minimum of five years of continuous service with the Company (x) six (6) months counting not more than two years of service with a subsidiary of the Company prior written notice to the closing date of such Retirement if such Recipient’s title is at the senior vice president level and abovetransaction in which it became a subsidiary of the Company), or (y) three after the Grantee has reached age 60 and the Grantee has a minimum of five years of continuous service with the Company (3counting not more than four years of service with a subsidiary of the Company prior to the closing date of the transaction in which it became a subsidiary of the Company), and (iii) months prior written notice a determination has been made by the Company, in its sole discretion, that it is appropriate under the circumstances (taking into account, without limitation, the intention of the Grantee with respect to future employment) for the Performance Units to become vested at the time of such Retirement if such Recipient’s title is at the first vice president level and belowtermination of employment.

Termination of Employment Due to Retirement. Prior to If Grantee’s Employment terminates at a time when Grantee is eligible for an immediately payable early or normal retirement benefit under the vesting and settlement Spectra Energy Retirement Cash Balance Plan or under another qualified retirement plan of the RSUsCompany or an Affiliate, which plan the Committee, or its delegatee, in its sole discretion, determines to be the functional equivalent of the Spectra Energy Retirement Cash Balance Plan, the number of Phantom Units and tandem DERs to which the Grantee shall have a right to payment hereunder shall be prorated to reflect the number of whole and partial months of the period beginning on the Date of Grant and ending with the third (3rd) anniversary of the Grant Date during which such Employment continued while Grantee was entitled to payment of salary, and the remaining Phantom Units shall be forfeited. Grantee shall be considered to have “retired” but Grantee’s Employment shall be considered to continue, with continued vesting under Section 11.4, (i) if unless the RecipientCommittee or its delegatee, in its sole discretion, determines that (A) Grantee is in violation of any obligation identified in the following paragraph or (B) the termination of Grantee’s employment Employment is for Cause, in which case all Phantom Units not previously vested shall be forfeited, or other association with the Company is terminated due to Retirement (as defined below) and the Company does not have grounds to terminate Recipient’s employment or other association with the Company for cause, and (ii) provided unless the Recipient has executed and continues Grantee dies, in which case the Phantom Units subject to comply with the terms provisions of an agreement not to provide services as an employee, director, consultant, agent, or otherwise, to any of the Company’s direct competitors for a period of two (2) years from the date of Retirement (the “Retirement Date”), then the Recipient’s RSUs this Section 7.3 shall continue to vest after the date of Retirement Date in accordance with Section 11.4. In consideration of the original terms continued vesting opportunity provided under this Section 7.3 following the termination of such RSUs. Notwithstanding the foregoingGrantee’s continuous Employment, (i) if the Retirement Date occurs Grantee is considered “retired”, Grantee agrees that during the nine-month period immediately following beginning with such termination of Employment and ending with the Grant Date, then all of the RSUs and the corresponding Dividend Equivalents shall be forfeited; and (ii) if the Retirement Date occurs during the three-month period prior to the first third anniversary of the Grant DateDate (the “Restricted Period”), then Grantee shall not (i) without the Recipient prior written consent of the Company or an Affiliate, or its delegatee, become employed by, serve as a principal, partner, or member of the board of directors of, or in any similar capacity with, or otherwise provide service to, any competitor of the Company or an Affiliate, or (ii) violate any of Grantee’s other noncompetition obligations, or any of Grantee’s nonsolicitation or nondisclosure obligations, to the Company or any Affiliate. The noncompetition obligations of clause (i) of the preceding sentence shall be eligible limited in scope and effective only to earn a number of shares of Stock competition with the Company or any Affiliate in the manner businesses of: gathering, processing or transmission of natural gas, resale or arranging for the purchase or for the resale, brokering, marketing, or trading of natural gas, electricity or derivatives thereof; energy management and the provision of energy solutions; gathering, compression, treating, processing, fractionation, transportation, trading, marketing of natural gas components, including natural gas liquids; sales and marketing of electric power and natural gas, domestically and abroad; and any other business in which the Company and its Affiliates are engaged at the termination of Grantee’s continuous Employment; and within the following geographical areas (i) any country in the world where the Company and its Affiliates have at least US$25 million in capital deployed as provided in Section 2 above of termination of Grantee’s continuous Employment; (pro-rated based on ii) the continent of Xxxxx Xxxxxxx; (xxx) xxx Xxxxxx Xxxxxx of America and Canada; (iv) the states of (A) the number of full months of the Recipient’s employment from the beginning of the performance period through the Retirement Date divided by Virginia, (B) Georgia, (C) Florida, (D)Texas, (E) California, (F) Massachusetts, (G) Illinois, (H) Michigan, (I) New York, (J) Colorado, (K) Oklahoma and (L) Louisiana; and (v) any state or states or province or provinces with respect to which was conducted a business of the total number Company and its Affiliates, which business constituted at least 20% of months Grantee’s Employment as determined by the Company. The Company and Grantee intend the above restrictions on competition in geographical areas to be entirely severable and independent, and any invalidity or enforceability of this provision with respect to any one or more of such restrictions, including geographical areas, shall not render this provision unenforceable as applied to any one or more of the performance period) other restrictions, including geographical areas. If any part of this provision is held to be unenforceable because of the duration, scope or area covered, the Company and Grantee agree to modify such part, or that the remaining RSUs court making such holding shall have the power to modify such part, to reduce its duration, scope or area, including deletion of specific words and the corresponding Dividend Equivalents phrases, i.e., “blue penciling”, and in its modified, reduced or blue pencil form, such part shall become enforceable and shall be forfeited. “Retirement” shall mean voluntary termination of employment after the age of sixty (60) with at least ten (10) years of combined service enforced to the Company and/or any of its subsidiaries; provided, however, that if full extent applicable. Nothing in this Section 7.3 shall be construed to prohibit Grantee being retained during the Recipient elects Restricted Period in a capacity as an attorney licensed to terminate employment in connection with a Retirement, the Recipient must provide the Company with a minimum of (x) six (6) months prior written notice of such Retirement if such Recipient’s title is at the senior vice president level and abovepractice law, or (y) three (3) months prior written notice of to restrict Grantee providing advice and counsel in such Retirement if capacity, in any jurisdiction where such Recipient’s title prohibition or restriction is at the first vice president level and belowcontrary to law.

Termination of Employment Due to Retirement. Prior to In the vesting and settlement of the RSUs, (i) if the Recipientevent Grantee’s employment or other association with the Company is terminated due to his or her Retirement (other than as defined set forth in subparagraph (f)(v) below) and ), the Company does not have grounds to terminate Recipient’s employment or other association with the Company for cause, and (ii) provided the Recipient has executed and continues to comply with the terms of an agreement not to provide services as an employee, director, consultant, agent, or otherwise, to any following portion of the Company’s direct competitors Award will vest and Shares equal to the number of such vested Performance Units will be distributed at the time set forth in this clause (iii) below: (x) the percentage of the Award earned based upon the extent, if any, of attainment of the performance goals for the Award as measured at the end of the Performance Period, multiplied by (y) a period fraction, the numerator of two (2) years from which is the number of days during the Performance Period ending on the date of Grantee’s Retirement (the “Retirement Date”), then the Recipient’s RSUs shall continue to vest after the date of Retirement Date in accordance with the original terms of such RSUs. Notwithstanding the foregoing, (i) if the Retirement Date occurs during the nine-month period immediately following the Grant Date, then all of the RSUs and the corresponding Dividend Equivalents shall be forfeiteddenominator of which is the number of days in the Performance Period; and (ii) provided, that if the Retirement Date such termination occurs during the three-month period prior to the first anniversary within one year of the Grant Date, then the Recipient shall such termination will not be eligible to earn considered a number “Retirement” for purposes of shares of Stock in the manner and as provided in Section 2 above (pro-rated based on (A) the number of full months this Agreement, no part of the Recipient’s employment from the beginning of the performance period through the Retirement Date divided by (B) the total number of months in the performance period) Award will vest, and the remaining RSUs entire Award will be immediately cancelled and forfeited upon such termination. Such Shares will be distributed to Grantee on the corresponding Dividend Equivalents shall be forfeitedPayment Date described in paragraph (b) above. For purposes hereof “Retirement” shall mean voluntary the termination of employment by the Grantee if (i) the Grantee’s age plus continuous years of service with the Company (for the avoidance of doubt, counting years of service with a subsidiary of the Company prior to the closing date of the transaction in which it became a subsidiary of the Company) is at least 65, (ii) such termination of employment occurs either (x) after the Grantee has reached age of sixty (60) with at least ten (10) years of combined service to 55 and the Company and/or any of its subsidiaries; provided, however, that if the Recipient elects to terminate employment in connection with a Retirement, the Recipient must provide the Company with Grantee has a minimum of five years of continuous service with the Company (x) six (6) months counting not more than two years of service with a subsidiary of the Company prior written notice to the closing date of such Retirement if such Recipient’s title is at the senior vice president level and abovetransaction in which it became a subsidiary of the Company), or (y) three after the Grantee has reached age 60 and the Grantee has a minimum of five years of continuous service with the Company (3counting not more than four years of service with a subsidiary of the Company prior to the closing date of the transaction in which it became a subsidiary of the Company), and (iii) months prior written notice a determination has been made by the Company, in its sole discretion, that it is appropriate under the circumstances (taking into account, without limitation, the intention of the Grantee with respect to future employment) for the Performance Units to become vested at the time of such Retirement if such Recipient’s title is at the first vice president level and belowtermination of employment.

Termination of Employment Due to Retirement. Prior to In the vesting and settlement of event the RSUs, (i) if the RecipientGrantee’s employment or other association with the Company is terminated due to his or her Retirement other than as set forth in subparagraph (as defined e)(v) below) and , the Company does not have grounds to terminate Recipient’s employment or other association with the Company for cause, and (ii) provided the Recipient has executed and continues to comply with the terms of an agreement not to provide services as an employee, director, consultant, agent, or otherwise, to any of the Company’s direct competitors for a period of two (2) years from the date of Retirement (the “Retirement Date”), then the Recipient’s RSUs shall Award will continue to vest after the date of Retirement Date in accordance with the original terms of such RSUs. Notwithstanding the foregoing, regular vesting schedule set forth in paragraph (ib) above as if the Retirement Date Grantee’s employment had not terminated; provided, that if such termination occurs during the nine-month period immediately following the Grant Date, then all of the RSUs and the corresponding Dividend Equivalents shall be forfeited; and (ii) if the Retirement Date occurs during the three-month period prior to the first anniversary within one year of the Grant Date, then the Recipient shall such termination will not be eligible to earn considered a number “Retirement” for purposes of shares of Stock in the manner and as provided in Section 2 above (pro-rated based on (A) the number of full months this Agreement, no part of the Recipient’s employment from the beginning of the performance period through the Retirement Date divided by (B) the total number of months in the performance period) Award will vest, and the remaining RSUs entire Award will be immediately cancelled and the corresponding Dividend Equivalents shall be forfeitedforfeited upon such termination. For purposes hereof “Retirement” shall mean voluntary the termination of employment by the Grantee if (i) the Grantee’s age plus continuous years of service with the Company (for the avoidance of doubt, counting years of service with a subsidiary of the Company prior to the closing date of the transaction in which it became a subsidiary of the Company) is at least 65, (ii) such termination of employment occurs either (x) after the Grantee has reached age of sixty (60) with at least ten (10) years of combined service to 55 and the Company and/or any of its subsidiaries; provided, however, that if the Recipient elects to terminate employment in connection with a Retirement, the Recipient must provide the Company with Grantee has a minimum of five years of continuous service with the Company (x) six (6) months counting not more than two years of service with a subsidiary of the Company prior written notice to the closing date of such Retirement if such Recipient’s title is at the senior vice president level and abovetransaction in which it became a subsidiary of the Company), or (y) three after the Grantee has reached age 60 and the Grantee has a minimum of five years of continuous service with the Company (3counting not more than four years of service with a subsidiary of the Company prior to the closing date of the transaction in which it became a subsidiary of the Company), and (iii) months prior written notice a determination has been made by the Company, in its sole discretion, that it is appropriate under the circumstances (taking into account, without limitation, the intention of such Retirement if such Recipient’s title is at the first vice president level and belowGrantee with respect to future employment) for the Restricted Stock Units to continue to vest as described above.