Common use of Termination of Employment During Performance Period Clause in Contracts

Termination of Employment During Performance Period. (a) If the Participant’s employment with the Corporation and its subsidiaries is terminated during the Performance Period: (1) by reason of death or Disability, (2) by Retirement at least one year after the first day of the Performance Period, or (3) by the Company without Cause (each, a “Qualified Termination”), the Segmented Target Performance Units for each Performance Measure shall automatically be adjusted on a pro-rata basis to reflect the number of completed months out of the entire Performance Period as of the date of the termination of employment. Thereafter, the Participant (or his/her transferee(s) under Section 4 as the case may be) shall be entitled to any amounts payable under Section 10 following the termination of the Performance Period in accordance with the terms hereof. (b) In the event that the Participant’s employment with the Corporation and its subsidiaries is terminated during the Performance Period and is not a Qualified Termination, then the Participant shall forfeit the Performance Units and all of the Participant’s rights hereunder shall cease. (c) The Participant’s rights to the Performance Units shall not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Corporation or any of its subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the termination date for the purposes of this Agreement shall be determined by the Committee or (with respect to any employee other than an “Executive Officer” as defined under the Plan) its designee (who, at the date of this Agreement, shall be the Corporation’s Vice President of Human Resources), whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to his or her own employment.

Termination of Employment During Performance Period. (a) If the Participant’s employment with the Corporation and its subsidiaries is terminated during the Performance Period: (1) by reason of death or Disability, (2) by Retirement at least one year after the first day of the Performance Period, or (3) by the Company without Cause (each, a “Qualified Termination”), the Segmented Target Performance Units Award Value for each Performance Measure shall automatically be adjusted on a pro-rata basis to reflect the number of completed months out of the entire Performance Period as of the date of the termination of employment. Thereafter, the Participant (or his/her transferee(s) under Section 4 beneficiaries, heirs, executors, administrators or successors in interest as the case may be) shall be entitled to any amounts payable under Section 10 8 following the termination of the Performance Period in accordance with the terms hereof. (b) In the event that the Participant’s employment with the Corporation and its subsidiaries is terminated during the Performance Period and is not a by reason other than Qualified Termination, then the Participant shall forfeit the Performance Units and all of the Participant’s his or her rights hereunder shall ceasehereunder. (c) The Participant’s rights to the Performance Units shall not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Corporation or any of its subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the termination date for the purposes of this Agreement shall be determined by the Committee or (with respect to any employee other than an “Executive Officer” as defined under the Plan) its designee (who, at the date of this Agreement, shall be the Corporation’s Vice President of Human Resources), whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to his or her own employmentCommittee.

Termination of Employment During Performance Period. (a) If the a Participant’s termination of employment with occurs prior to the Corporation and its subsidiaries is terminated during the Performance Period: (1) by reason of death or Disability, (2) by Retirement at least one year after the first last day of the Performance Period, the Participant shall forfeit all Performance Units (including any additional Performance Units or dividend equivalents attributable to dividends allocated to the Participant) granted with respect to the Performance Period; provided, however, that if a Participant’s termination of employment occurs by reason of the Participant’s death, Retirement (as defined in Section 20) or involuntary termination by a member of the Company Group other than for Cause (as defined in Section 20), including without limitation, as a result of (i) a disposition (or similar transaction) with respect to an identifiable Company business or segment (“Business”), and in accordance with the terms of the transaction, Participant and a substantial portion of the other employees of the Business continue in employment with such Business or commence employment with its acquiror, (ii) the elimination of Participant’s position within the Company Group, or (3iii) by the selection of Participant for work force reduction (whether selection is voluntary or involuntary), in each case, prior to the end of the Performance Period, the Participant (or in the event of his death, his estate) shall receive, subject to Participant’s execution and non-revocation of the Company’s customary general release of claims in favor of the Company without Cause (each, a the “Qualified TerminationRelease”), the Segmented Target number of shares of Stock with respect to that Performance Units Period that the Participant would have received if such termination of employment did not occur during the Performance Period (and based on the actual performance for each the entire Performance Measure shall automatically be adjusted on Period), but subject to a pro-pro rata basis reduction to reflect the number of completed months out of days remaining in the entire Performance Period as of after the date of the such termination of employment. Thereafter, the Participant (or his/her transferee(s) Distribution of shares of Stock under this Section 4 as the case may be2(c) shall be entitled made at the same time distribution would have been made with respect to any amounts payable under Section 10 following the Performance Period determined as though the termination of the Performance Period in accordance with the terms hereofemployment had not occurred. (b) In the event that the Participant’s employment with the Corporation and its subsidiaries is terminated during the Performance Period and is not a Qualified Termination, then the Participant shall forfeit the Performance Units and all of the Participant’s rights hereunder shall cease. (c) The Participant’s rights to the Performance Units shall not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Corporation or any of its subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the termination date for the purposes of this Agreement shall be determined by the Committee or (with respect to any employee other than an “Executive Officer” as defined under the Plan) its designee (who, at the date of this Agreement, shall be the Corporation’s Vice President of Human Resources), whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to his or her own employment.

Termination of Employment During Performance Period. (a) If the a Participant’s termination of employment with occurs prior to the Corporation and its subsidiaries is terminated during the Performance Period: (1) by reason of death or Disability, (2) by Retirement at least one year after the first last day of the Performance Period, the Participant shall forfeit all Performance Units (including any additional Performance Units or dividend equivalents attributable to dividends allocated to the Participant) granted with respect to the Performance Period; provided, however, that if a Participant’s termination of employment occurs by reason of the Participant’s death, Retirement (as defined in Section 21) or involuntary termination by a member of the Company Group other than for Cause (as defined in Section 21), including without limitation, as a result of (i) a disposition (or similar transaction) with respect to an identifiable Company business or segment (“Business”), and in accordance with the terms of the transaction, Participant and a substantial portion of the other employees of the Business continue in employment with such Business or commence employment with its acquiror, (ii) the elimination of Participant’s position within the Company Group, or (3iii) by the selection of Participant for work force reduction (whether selection is voluntary or involuntary), in each case, prior to the end of the Performance Period, the Participant (or in the event of his death, his estate) shall receive, subject to Participant’s execution and non-revocation of the Company’s customary general release of claims in favor of the Company without Cause (each, a the “Qualified TerminationRelease”), the Segmented Target number of shares of Stock with respect to that Performance Units Period that the Participant would have received if such termination of employment did not occur during the Performance Period (and based on the actual performance for each the entire Performance Measure shall automatically be adjusted on Period), but subject to a pro-pro rata basis reduction to reflect the number of completed months out of days remaining in the entire Performance Period as of after the date of the such termination of employment. Thereafter, the Participant (or his/her transferee(s) Distribution of shares of Stock under this Section 4 as the case may be2(c) shall be entitled made at the same time distribution would have been made with respect to any amounts payable under Section 10 following the Performance Period determined as though the termination of the Performance Period in accordance with the terms hereofemployment had not occurred. (b) In the event that the Participant’s employment with the Corporation and its subsidiaries is terminated during the Performance Period and is not a Qualified Termination, then the Participant shall forfeit the Performance Units and all of the Participant’s rights hereunder shall cease. (c) The Participant’s rights to the Performance Units shall not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Corporation or any of its subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the termination date for the purposes of this Agreement shall be determined by the Committee or (with respect to any employee other than an “Executive Officer” as defined under the Plan) its designee (who, at the date of this Agreement, shall be the Corporation’s Vice President of Human Resources), whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to his or her own employment.