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 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.

Termination of Employment; Forfeiture. (ai) Upon the Participant’s termination of employment for any reason, other than due to the ExecutiveParticipant’s employment with death or Disability, prior to the Company or any subsidiary end of the Company (or the successor of any such company) as a result Performance Period, 100% of the retirement PRSUs shall be forfeited for no consideration as of the Executivedate of such termination. (ii) Upon the Participant’s termination of employment due to the Participant’s death or Disability prior to the end of the Performance Period, 100% of the shares of Restricted Stock, after such retirement, shall continue PRSUs will remain outstanding and eligible to be subject to earned through the restrictions set forth herein, which restrictions shall lapse and such shares shall vest in end of the Executive Performance Period. All PRSUs that are actually earned in accordance with the provisions of Section 2(b) above shall vest on January 1, 2020 and be settled as Shares pursuant to Section 3 hereof as if below. Upon the Executive had remained employed by Participant’s termination of employment after the Company. Retirement end of the Executive Performance Period due to the Participant’s death or Disability, all unvested PRSUs shall mean immediately vest as of the date of such termination and be settled as Shares pursuant to Section 3 below. (iii) Upon the Participant’s termination of employment after the end of the Performance Period (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 without Cause or (ii) otherwise by the Participant for Good Reason, a portion of the Participant’s earned but unvested PRSUs shall vest on a pro-rata basis based on the number of earned PRSUs that were scheduled to vest on the next occurring Vesting Date multiplied by a fraction, the numerator of which is the number of completed months beginning after the last occurring Vesting Date and ending on the date of the Participant’s termination of employment and the denominator of which is twelve (12), and shall be settled as Shares pursuant to Section 3 below. Any PRSUs that do not vest pursuant to the Committee preceding sentence shall determine, in its sole discretionbe forfeited for no consideration as of the date of such termination. (biv) Upon the Participant’s 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 set forth in subsections (a), (b) and (cSection 2(d)(ii)-(iii) above, all shares 100% of Restricted Stock as to which the restrictions thereon shall not have previously lapsed PRSUs shall be immediately forfeited to for no consideration as of the Companydate of such termination.

Termination of Employment; Forfeiture. (a) Upon termination of If the ExecutiveGrantee’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) terminated for any reason other than death, Disability (as described in subsections defined below) or termination by the Company (aor a Subsidiary, as applicable) without Cause (as defined below), the Grantee shall forfeit any RSUs that are subject to a Period of Restriction (bnot vested) at the time of such termination of employment. If the Grantee’s employment terminates due to the Grantee’s death or Disability, or if the Grantee’s employment is terminated by the Company (or a Subsidiary, as applicable) without Cause at any time during the Performance Period, then the Grantee will be deemed to have earned a prorated portion of the Target Award and will receive a number of Shares equal to such amount as soon as practicable (cbut no later than sixty (60) above, all shares days) after the date of Restricted Stock as to which termination of employment. The amount of the restrictions thereon shall not have previously lapsed prorated award shall be immediately forfeited determined by multiplying (i) the Target Award by (ii) a fraction, the numerator of which is the number of full months that had elapsed during the Performance Period as of the date of employment termination and the denominator of which is 12. If the Grantee’s employment terminates due to the CompanyGrantee’s death or Disability, or if the Grantee’s employment is terminated by the Company (or a Subsidiary, as applicable) without Cause at any time after the Performance Period but during the Period of Restriction applicable to any portion of this Award, then any Earned RSUs then subject to the Period of Restriction shall immediately vest on the date of the Grantee’s termination of employment, and payment with respect to such RSUs shall be made in Shares as soon as practicable (but no later than sixty (60) days) after the date of termination of employment.

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 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.