Common use of Termination of Employment or Services Clause in Contracts

Termination of Employment or Services. If you terminate your employment or service relationship with the Employer voluntarily (not including (i) a Constructive Termination in 2014 or in anticipation of (and a Change of Control occurs), on or following a Change of Control or (ii) death or Disability at any time) or if the Company terminates your employment or service relationship (not including a termination of employment or service relationship without Cause in 2014 or in anticipation of (and a Change of Control occurs), on or following a Change of Control), you shall have no right to any shares of Common Stock under this Performance Share Award and this Performance Share Award will immediately terminate without the payment of any further consideration to you. If during 2014, other than in anticipation of (and a Change of Control occurs), on or following a Change of Control, either the Employer terminates your employment or service relationship without Cause or you terminate your employment or service relationship with the Employer as a result of a Constructive Termination, you will become fully vested in a pro-rata portion of the shares of Common Stock that you would have earned under this Performance Share Award if you had remained employed through December 31, 2014 determined by multiplying the number of shares of Common Stock that you would have earned under this Performance Share Award if you had remained employed through December 31, 2014 by a fraction with the numerator equal to the number of full calendar months from the January 1, 2012 until your termination of employment or services and the denominator equal to 36 (the number of full calendar months from January 1, 2012 until December 31, 2014). Such pro rata portion of the Performance Share Award shall be paid in accordance with the Plan. If, other than on or following a Change of Control, your employment or service relationship with the Employer terminates because of death, Disability or Retirement, you will become fully vested in a pro-rata portion of the shares of Common Stock that you would have earned under this Performance Share Award if you had remained employed through December 31, 2014 determined by multiplying the number of shares of Common Stock that you would have earned under this Performance Share Award by a fraction with the numerator equal to the number of full calendar months from the January 1, 2012 until your termination of employment or services and the denominator equal to 36 (the number of full calendar months from the January 1, 2012 until December 31, 2014). Such pro rata portion of the Performance Share Award shall be paid in accordance with the Plan. If your employment or service relationship with the Employer terminates because of death, Disability or Retirement on or after a Change of Control or by the Employer without Cause in anticipation of (and a Change of Control occurs), on or after a Change of Control of the Company or in a Constructive Termination in anticipation of (and a Change of Control occurs), on or after a Change of Control, you are fully vested in the shares of Common Stock earned under this Performance Share Award and such Performance Share Award shall be paid as soon as practicable following the earlier of your termination of employment or service relationship or the Distribution Date in accordance with the Plan.

Termination of Employment or Services. [If your employment or service relationship with the Employer terminates because of death, Disability (as defined in your employment agreement with the Company), Constructive Termination or Termination by the Employer other than for Cause, your outstanding Units under this Unit Award shall become fully vested and Unit Distributions shall be payable in accordance with the Plan as though you had remained employed with the Employer.] [If you terminate your employment or service relationship with the Employer voluntarily (not including (i) a Constructive Termination in 2014 2012 or in anticipation of (and a Change of Control occurs), on or following a Change of Control or (ii) death or Disability at any time) or if the Company terminates your employment or service relationship (not including a termination of employment or service relationship without for Cause in 2014 or in anticipation of (and a Change of Control occurs)at any time, on or following a Change of Control), you shall have no right to any shares of Common Stock your outstanding Units under this Performance Share Award and this Performance Share Unit Award will immediately terminate without the payment of any further consideration to youyou and the Committee may require any Unit Distributions made to you to be repaid to the Employer if your employment or service relationship with the Employer was terminated by the Employer for Cause or if the Company at the time of your voluntary termination had reason to terminate your employment or service relationship for Cause. If during 2014, other than in anticipation of (and a Change of Control occurs), on or following a Change of Control, 2012 either the Employer terminates your employment or service relationship without Cause or you terminate your employment or service relationship with the Employer as a result of a Constructive Termination, you will become fully vested in a pro-rata portion of the shares of Common Stock that you would have earned Units under this Performance Share Unit Award if you had remained employed through December 31, 2014 determined by multiplying the number of shares of Common Stock that you would have earned Units under this Performance Share Award if you had remained employed through December 31, 2014 by a fraction with the numerator equal to the number of full calendar months from the January 1, 2012 until your termination of employment or services and the denominator equal to 36 (the number of full calendar months from January 1, 2012 until December 31, 2014). Such pro rata portion of the Performance Share Award shall be paid in accordance with the Plan. If, other than on or following a Change of Control, your employment or service relationship with the Employer terminates because of death, Disability or Retirement, you will become fully vested in a pro-rata portion of the shares of Common Stock that you would have earned under this Performance Share Award if you had remained employed through December 31, 2014 determined by multiplying the number of shares of Common Stock that you would have earned under this Performance Share Unit Award by a fraction with the numerator equal to the number of full calendar months from the January 1, 2012 Grant Date until your termination of employment or services and the denominator equal to 36 (the number of full calendar months from the January 1, 2012 Grant Date until December 31, 2014)2012. Such Unit Distributions shall be payable with respect to such pro rata portion of the Performance Share Unit Award shall be paid in accordance with the Plan. If your employment or service relationship with the Employer terminates because of death, Disability death or Retirement on or after a Change of Control or by the Employer without Cause in anticipation of (and a Change of Control occurs), on or after a Change of Control of the Company or in a Constructive Termination in anticipation of (and a Change of Control occurs), on or after a Change of ControlDisability, you are will become fully vested in a pro-rata portion of the shares of Common Stock earned Units under this Performance Share Unit Award and such Performance Share determined by multiplying the number of Units under this Unit Award shall be paid as soon as practicable following by a fraction with the earlier numerator equal to the number of full calendar months from the Grant Date until your termination of employment or service relationship or services and the Distribution denominator equal to the number of full calendar months from the Grant Date until December 31, 2012. Unit Distributions shall be payable with respect to such pro rata portion of the Unit Award in accordance with the Plan.]

Termination of Employment or Services. If you terminate your employment or service relationship with the Employer voluntarily (not including (i) a Constructive Termination in 2014 2017 or in anticipation of (and a Change of Control occurs), on or following a Change of Control or (ii) death or Disability at any time) or if the Company terminates your employment or service relationship (not including a termination of employment or service relationship without Cause in 2014 2017 or in anticipation of (and a Change of Control occurs), on or following a Change of Control), you shall have no right to any shares of Common Stock under this Performance Share Award and this Performance Share Award will immediately terminate without the payment of any further consideration to you. If during 20142017, other than in anticipation of (and a Change of Control occurs), on or following a Change of Control, either the Employer terminates your employment or service relationship without Cause or you terminate your employment or service relationship with the Employer as a result of a Constructive Termination, you will become fully vested in a pro-rata portion of the shares of Common Stock that you would have earned under this Performance Share Award if you had remained employed through December 3129, 2014 2017 determined by multiplying the number of shares of Common Stock that you would have earned under this Performance Share Award if you had remained employed through December 3129, 2014 2017 by a fraction with the numerator equal to the number of full calendar months from the January 1, 2012 2015 until your termination of employment or services and the denominator equal to 36 (the number of full calendar months from January 1, 2012 2015 until December 3129, 20142017). Such pro rata portion of the Performance Share Award shall be paid in accordance with the Plan. If, other than on or following a Change of Control, your employment or service relationship with the Employer terminates because of death, Disability or Retirement, you will become fully vested in a pro-rata portion of the shares of Common Stock that you would have earned under this Performance Share Award if you had remained employed through December 3129, 2014 2017 determined by multiplying the number of shares of Common Stock that you would have earned under this Performance Share Award by a fraction with the numerator equal to the number of full calendar months from the January 1, 2012 2015 until your termination of employment or services and the denominator equal to 36 (the number of full calendar months from the January 1, 2012 2015 until December 3129, 20142017). Such pro rata portion of the Performance Share Award shall be paid in accordance with the Plan. If your employment or service relationship with the Employer terminates because of death, Disability or Retirement on or after a Change of Control or by the Employer without Cause in anticipation of (and a Change of Control occurs), on or after a Change of Control of the Company or in a Constructive Termination in anticipation of (and a Change of Control occurs), on or after a Change of Control, you are fully vested in the shares of Common Stock earned under this Performance Share Award and such Performance Share Award shall be paid as soon as practicable following the earlier of your termination of employment or service relationship or the Distribution Date in accordance with the Plan.