Common use of Termination of Employment; Forfeiture Clause in Contracts

Termination of Employment; Forfeiture. (a) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the retirement of the Executive, the shares of Restricted Stock, after such retirement, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company. Retirement of the Executive shall mean (i) the termination of employment with the Company on or after the last day the month in which the Executive attains age 65 and has, as of such date of termination, been continuously employed by the Company for at least two years or (ii) otherwise as the Committee shall determine, in its sole discretion. (b) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the death of the Executive, the Service-Based Conditions on all shares of Restricted Stock shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive’s legal representative, beneficiary or heir only if, and immediately after, the Company achieves one of the Performance-Based Conditions set forth in Section 3 hereof. (c) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the disability of the Executive, the shares of Restricted Stock, after such disability, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company; provided that if the Executive shall be disabled for a continuous period of 18 months, then the Service-Based Conditions on all shares of Restricted Stock shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive if and only if prior to or during such disability the Company shall achieve one of the Performance-Based Conditions set forth in Section 3 hereof, which lapse of restrictions and vesting shall occur on the later of (i) the last day of such 18 months of continuous disability or (ii) the date the Company shall achieve one of such Performance-Based Conditions if the Executive shall remain so continuously disabled on such date. The disability of the Executive shall mean the total disability of the Executive as determined in accordance with the Company’s long-term disability insurance benefit plan, or if no such plan is then in existence, total and permanent disability as determined by the Committee in its sole discretion. (d) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) for any reason other than as described in subsections (a), (b) and (c) above, all shares of Restricted Stock as to which the restrictions thereon shall not have previously lapsed shall be immediately forfeited to the Company.

Termination of Employment; Forfeiture. If the Participant ceases to be employed by the Company or a Subsidiary prior to the vesting or forfeiture of the PSUs pursuant to Section 3 hereof, the Participant’s rights to all of the PSUs shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Sections 7(c) and (d) hereof. Notwithstanding the foregoing, the PSUs shall vest subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 below: (a) Upon If the Participant’s employment with or other service to the Company or a Subsidiary terminates during the Performance Period because of death or Disability (as defined in Section 22(e)(3) of the Code), then the number of PSUs that become earned shall be determined at the end of the Performance Period in accordance with Section 3(b) hereof, and the Earned PSUs, if any, shall become vested on a pro rata basis by multiplying a fraction, the numerator of which shall be the number of calendar days from the beginning of the Performance Period to the date of the Participant’s termination of employment and the Executivedenominator of which shall be the total number of calendar days during the Performance Period. (b) In the event that the Participant’s employment with the Company or any subsidiary of the Company a Subsidiary terminates other than for “Cause” (or the successor of any such companyas defined below) as a result of the retirement of the Executive, the shares of Restricted Stock, after such retirement, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company. Retirement of the Executive shall mean (i) the termination after attaining age 62 with at least five years of employment with the Company on or after the last day the month in which the Executive attains age 65 and has, as of such date of termination, been continuously employed by the Company for at least two years service or (ii) otherwise as after attaining age 65 (a “Retirement”) during the Committee Performance Period, then the number of PSUs that become earned shall determinebe determined at the end of the Performance Period in accordance with Section 3(b) hereof, in its sole discretion. (b) Upon and the Earned PSUs, if any, shall become vested on a pro rata basis by multiplying a fraction, the numerator of which shall be the number of calendar days from the beginning of the Performance Period to the date of the Participant’s termination of employment and the Executivedenominator of which shall be the total number of calendar days during the Performance Period. For purposes of this Agreement, “Cause” means (x) the willful refusal by the Participant to perform proper responsibilities of the Participant’s employment position with the Company or any subsidiary a Subsidiary, (y) a violation of law by the Participant which adversely affects the assets, financial position or reputation of the Company or a Subsidiary, or (or z) a violation by the successor Participant of any such company) as code of ethics, code of conduct or similar policy maintained by the Company or a result of the death of the Executive, the Service-Based Conditions on all shares of Restricted Stock Subsidiary. A Participant’s service shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive’s legal representative, beneficiary or heir only to have terminated for Cause if, after the Participant’s service has terminated, facts and immediately after, the Company achieves one of the Performance-Based Conditions set forth in Section 3 hereofcircumstances are discovered that would have justified a termination for Cause. (c) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the disability of the Executive, the shares of Restricted Stock, after such disability, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company; provided that if the Executive shall be disabled for a continuous period of 18 months, then the Service-Based Conditions on all shares of Restricted Stock shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive if and only if prior to or during such disability the Company shall achieve one of the Performance-Based Conditions set forth in Section 3 hereof, which lapse of restrictions and vesting shall occur on the later of (i) the last day of such 18 months of continuous disability or (ii) the date the Company shall achieve one of such Performance-Based Conditions if the Executive shall remain so continuously disabled on such date. The disability of the Executive shall mean the total disability of the Executive as determined in accordance with the Company’s long-term disability insurance benefit plan, or if no such plan is then in existence, total and permanent disability as determined by the Committee in its sole discretion. (d) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) for any reason other than as described in subsections (a), (b) and (c) above, all shares of Restricted Stock as to which the restrictions thereon shall not have previously lapsed shall be immediately forfeited to the Company.

Termination of Employment; Forfeiture. (a) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the retirement of the Executive, the shares of Restricted Stock, after such retirement, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company. Retirement of the Executive shall mean (i) the termination of employment with the Company on or after the last day the month in which the Executive attains age 65 and has, as of such date of termination, been continuously employed by the Company for at least two years or (ii) otherwise as the Committee shall determine, in its sole discretion. (b) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the death of the Executive, the Service-Based Conditions restrictions on all shares of Restricted Stock shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive’s legal representative, beneficiary or heir only if, and immediately after, the Company achieves one of the Performance-Based Conditions performance goals set forth in Section 3 hereof. (c) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the disability of the Executive, the shares of Restricted Stock, after such disability, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company; provided that if the Executive shall be disabled for a continuous period of 18 months, then the Service-Based Conditions restrictions on all shares of Restricted Stock shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive if and only if prior to or during such disability the Company shall achieve one of the Performance-Based Conditions performance goals set forth in Section 3 hereof, which lapse of restrictions and vesting shall occur on the later of (i) the last day of such 18 months of continuous disability or (ii) the date the Company shall achieve one of such Performance-Based Conditions performance goals if the Executive shall remain so continuously disabled on such date. The disability of the Executive shall mean the total disability of the Executive as determined in accordance with the Company’s long-term disability insurance benefit plan, or if no such plan is then in existence, total and permanent disability as determined by the Committee in its sole discretion. (d) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) for any reason other than as described in subsections (a), (b) and (c) above, all shares of Restricted Stock as to which the restrictions thereon shall not have previously lapsed shall be immediately forfeited to the Company.

Termination of Employment; Forfeiture. (a) Upon termination Except as otherwise determined by the P&C Committee of the Executive’s employment with the Company or any subsidiary of the Company Ashland (or the successor board of any such company) as a result directors of the retirement of Successor or the Executiveappropriate committee thereof, the as applicable), all then-outstanding shares of Restricted Stock, after such retirementAdjusted Restricted Stock or Time-Vesting Restricted Stock, shall continue to be subject to the restrictions set forth hereinas applicable, which restrictions shall lapse and such shares shall vest have not vested will be forfeited in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company. Retirement event that any of the Executive following shall mean occur: (ia) you voluntarily terminate your employment with Ashland (or the Successor, as applicable) or the Acquiror (and, solely following a Change in Control, other than a termination for Good Reason (as defined below)); (b) your employment is terminated by Xxxxxxx (or the Successor, as applicable) or the Acquiror as a result of your refusal to accept employment in a new or different position (and solely following a Change in Control, under circumstances in which you do not have Good Reason to terminate your employment); (c) Ashland (or the Successor, as applicable) or the Acquiror terminates your employment for Cause (as defined below); or (d) the termination Board of employment with the Company on or after the last day the month in which the Executive attains age 65 and has, as Directors of such date of termination, been continuously employed by the Company for at least two years or (ii) otherwise as the Committee shall determineAshland determines, in its sole discretion. discretion prior to the Vesting Date and prior to a Change in Control, that the Transaction will not be consummated. In the event of a Specified Termination (bas defined below) Upon termination prior to the Transaction and prior to a Change in Control of Ashland, a prorated portion of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the death of the Executive, the Servicethen-Based Conditions on all outstanding shares of Restricted Stock (the “Prorated Portion”) shall remain outstanding, except as otherwise described herein, and shall convert into shares of Adjusted Restricted Stock in connection with the Transaction and shall, subject to achievement of the Performance Goal, convert into shares of Time-Vesting Restricted Stock immediately following the end of the Performance Period, in each case as described in Section 3, at which time such shares shall immediately vest in full. The Prorated Portion shall be deemed satisfieddetermined based on a fraction, the numerator of which is the number of full or partial months elapsed from the Date of Award to the date of the Specified Termination, and the restrictions on such shares shall lapse and such shares shall vest in the Executive’s legal representative, beneficiary or heir only if, and immediately after, the Company achieves one denominator of the Performance-Based Conditions set forth in Section 3 hereof. (c) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the disability of the Executive, the shares of Restricted Stock, after such disability, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company; provided that if the Executive shall be disabled for a continuous period of 18 months, then the Service-Based Conditions on all is [36]3[48].4 All shares of Restricted Stock other than the Prorated Portion shall be deemed satisfiedforfeited as of the date of the Specified Termination. In the event of a Specified Termination following the Transaction and prior to a Change in Control of Ashland (or the Successor, and as applicable), all of the restrictions on such then-outstanding shares of Time-Vesting Restricted Stock shall lapse and such shares shall immediately vest in full (provided that, in the Executive if and only if event such termination occurs prior to or during such disability the Company shall achieve one end of the Performance-Based Conditions set forth in Section 3 hereofPerformance Period, which lapse of restrictions and such vesting shall occur on immediately following the later of (i) the last day of such 18 months of continuous disability or (ii) the date the Company shall achieve one of such Performance-Based Conditions if the Executive shall remain so continuously disabled on such date. The disability conversion of the Executive shall mean shares of Adjusted Restricted Stock into shares of Time-Vesting Restricted Stock, as described above). In the total disability event of the Executive as determined a Specified Termination following a Change in accordance with the Company’s long-term disability insurance benefit plan, or if no such plan is then in existence, total and permanent disability as determined by the Committee in its sole discretion. (d) Upon termination Control of the Executive’s employment with the Company or any subsidiary of the Company Ashland (or the successor Successor, as applicable), regardless of any whether the Transaction has occurred prior to such company) for any reason other than Change in Control, all of the then-outstanding time-vesting shares of Common Stock described in Section 5 above, shares of Adjusted Restricted Stock or Time-Vesting Restricted Stock (in each case, as assumed, continued, converted or replaced by the Acquiror in connection with such Change in Control, if applicable), shall immediately vest in full (provided that, in the event such termination occurs prior to the end of the Performance Period, such vesting shall occur immediately following the conversion of the shares of Adjusted Restricted Stock into shares of Time-Vesting Restricted Stock, as described in subsections (aabove), (b) and (c) above, all shares of Restricted Stock as to which the restrictions thereon shall not have previously lapsed shall be immediately forfeited to the Company.

Termination of Employment; Forfeiture. (a) Upon termination of the Executive’s 's employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the retirement of the Executive, the shares of Restricted Stock, after such retirement, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Companyhereof. Retirement of the Executive shall mean (i) the termination of employment with the Company on or after the last day the month in which the Executive attains age 65 and has, as of such date of termination, been continuously employed by the Company for at least two years or (ii) otherwise as the Committee or the Board of Directors shall determine, in its sole discretion. (b) Upon termination of the Executive’s 's employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the death of the Executive, the Service-Based Conditions restrictions on all shares of Restricted Stock shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive’s 's legal representative, beneficiary or heir only if, and immediately after, the Company achieves one of the Performance-Based Conditions performance goals set forth in Section 3 hereof. (c) Upon termination of the Executive’s 's employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the disability of the Executive, the shares of Restricted Stock, after such disability, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company; hereof, provided that if the Executive shall be disabled for a continuous period of 18 months, then the Service-Based Conditions restrictions on all shares of Restricted Stock shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive if and only if prior to or during such disability the Company shall achieve one of the Performance-Based Conditions performance goals set forth in Section 3 hereof, which lapse of restrictions and vesting shall occur on the later of (i) the last day of such 18 months of continuous disability or (ii) the date the Company shall achieve one of such Performance-Based Conditions performance goals if the Executive shall remain so continuously disabled on such date. The disability of the Executive shall mean the total disability of the Executive as determined in accordance with the Company’s 's long-term disability insurance benefit plan, or if no such plan is then in existence, total and permanent disability as determined by the Committee or the Board of Directors in its sole discretion. (d) Upon termination of the Executive’s 's employment with the Company or any subsidiary of the Company (or the successor of any such company) for any reason other than as described in subsections (a), (b) and (c) above, all shares of Restricted Stock as to which the restrictions thereon shall not have previously lapsed shall be immediately forfeited to the Company.

Termination of Employment; Forfeiture. (a) Upon termination of Unless otherwise provided in this Agreement, in a Company plan applicable to the ExecutiveEmployee or any agreement between the Employee and the Company, if (i) Employee’s employment and service with the Company and its Subsidiaries terminates prior to the end of the Performance Period or (ii) the Company provides the Employee of notice of violation of the confidentiality covenant set forth in Section 8 hereof, the Company’s Corporate Code of Business Conduct and Ethics or the Financial Code of Ethics, as determined in the sole discretion of the Company, then, as of such date of termination or notice, as applicable, all of the Employee’s Performance Stock Units covered by this Agreement shall be automatically canceled and forfeited in their entirety, with no further obligation on the part of the Company, and the Company shall not be obligated to issue any shares of Common Stock or any subsidiary of other compensation to the Employee with respect to such canceled and forfeited PSUs. (b) If the Employee’s employment and service with the Company (and its Subsidiaries is terminated by reason of death or Disability, then the successor of any such company) as a result of the retirement of the Executive, the shares of Restricted Stock, after such retirement, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares Performance Stock Unit Award shall vest in full effective as of the Executive date of such termination, and be paid, to the extent earned, pursuant to Sections 3 and 4 hereof as determined after the end of the Performance Period. (c) If (i) the Employee’s employment and service with the Company and its Subsidiaries is terminated under circumstances provided in any plan applicable to the Employee or any agreement between the Employee and the Company, and (ii) such plan or agreement provides for partial or full vesting of the PSU award granted hereunder, the award will be paid, to the extent earned, pursuant to Sections 3 and 4 hereof as determined after the end of the Performance Period. (d) Any shares of Common Stock to which the Employee becomes entitled to receive pursuant to Sections 6(b) and 6(c) will be issued and delivered to the Employee in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Company. Retirement 5 of the Executive shall mean (i) the termination of employment with the Company on or after the last day the month in which the Executive attains age 65 and has, as of such date of termination, been continuously employed by the Company for at least two years or (ii) otherwise as the Committee shall determine, in its sole discretion. (b) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the death of the Executive, the Service-Based Conditions on all shares of Restricted Stock shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive’s legal representative, beneficiary or heir only if, and immediately after, the Company achieves one of the Performance-Based Conditions set forth in Section 3 hereof. (c) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) as a result of the disability of the Executive, the shares of Restricted Stock, after such disability, shall continue to be subject to the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in the Executive in accordance with the provisions of Section 3 hereof as if the Executive had remained employed by the Companythis Agreement; provided that if any payments due on the Executive Employee’s death shall be disabled for a continuous period of 18 months, then the Service-Based Conditions on all shares of Restricted Stock shall be deemed satisfied, and the restrictions on such shares shall lapse and such shares shall vest in the Executive if and only if prior to or during such disability the Company shall achieve one of the Performance-Based Conditions set forth in Section 3 hereof, which lapse of restrictions and vesting shall occur on the later of (i) the last day of such 18 months of continuous disability or (ii) the date the Company shall achieve one of such Performance-Based Conditions if the Executive shall remain so continuously disabled on such date. The disability of the Executive shall mean the total disability of the Executive as determined in accordance with the Company’s long-term disability insurance benefit plan, or if no such plan is then in existence, total and permanent disability as determined by the Committee in its sole discretion. (d) Upon termination of the Executive’s employment with the Company or any subsidiary of the Company (or the successor of any such company) for any reason other than as described in subsections (a), (b) and (c) above, all shares of Restricted Stock as to which the restrictions thereon shall not have previously lapsed shall be immediately forfeited paid to the CompanyEmployee’s estate.