Common use of Termination of Employment – PSUs Clause in Contracts

Termination of Employment – PSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the PSU Vesting Date, then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section 3.1(b)(ii); (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the PSU Vesting Date by reason of: (i) termination of Employment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause then, as of the Termination Date, a number of PSUs equal to the number of PSUs that would have vested on the PSU Vesting Date, multiplied by the Pro Rata Factor, shall vest, and a number of shares of Common Stock shall be delivered to Grantee in respect of each such vested PSU, such number to be determined in accordance with Section 3.1(b)(ii) using the actual Performance Factor calculated with respect to the Performance Period following the conclusion of the Performance Period; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the PSU Vesting Date (but in any event no later than the end of the calendar year in which such Vesting Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i) shall be forfeited; or (ii) the Grantee’s death or Disability, then, as of the Termination Date, all unvested PSUs shall vest and a number of shares of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, in respect of each such PSU, such number to be determined in accordance with Article 3.1(b)(ii) using (A) if the Committee shall have determined, prior to the date of death, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (B) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the date of death, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested PSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment – PSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the PSU Vesting Date, then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section 3.1(b)(ii); (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the PSU Vesting Date by reason of: (i) termination of Employment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause then, as of the Termination Date, a number of PSUs equal to the number of PSUs that would have vested on the PSU Vesting Date, Date multiplied by the Pro Rata Factor, shall vest, and a number of shares of Common Stock shall be delivered to Grantee in respect of each such vested PSU, such number to be determined in accordance with Section Article 3.1(b)(ii) using (A) if the actual Committee shall have determined, prior to the Termination Date, a Performance Factor calculated with respect to the Performance Period following the conclusion of (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (B) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the Termination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the PSU Vesting Termination Date (but in any event no later than March 15 of the end of calendar year following the calendar year in which such Vesting the Termination Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i) shall be forfeited; or (ii) the Grantee’s death or Disability, then, as of the Termination Date, all unvested PSUs shall vest and a number of shares of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, in respect of each such PSU, such number to be determined in accordance with Article 3.1(b)(ii) using (A) if the Committee shall have determined, prior to the date of death, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (B) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the date of death, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested PSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment – PSUs. (a) If Grantee Grantee’x Xxxxxyment is Retirement-Eligible and ceases to be Employed terminated upon the conclusion of the Term (as such term is defined in the Employment Agreement), is terminated by the Company for any reason other than for Cause prior to (as such term is defined in the PSU Vesting DateEmployment Agreement), or is terminated by Grantee for Good Reason (as such term is defined in the Employment Agreement), then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section Article 3.1(b)(ii);; provided, however, that if Article 3.3(c) or Article 3.3(d) of this Agreement shall also apply to the termination of Grantee’s Employment, such provision shall supersede this Article 3.3(a) (and for the avoidance of doubt, if the Termination Date is within two years following a Change of Control, then Article 3.4(a) of this Agreement and Section 3.6 of the Plan shall govern the treatment of the Award evidenced by this Agreement, to the extent any other provision of this Agreement is inconsistent with Article 3.4(a) of this Agreement or Section 3.6 of the Plan). (b) If Grantee’s Employment is terminated by Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the PSU Vesting Date by reason of: (i) termination of Employment by the Company for any reason other than for Good Reason (A) due to as such term is defined in the Grantee’s death or Disability or (B) for Cause thenEmployment Agreement), then any unvested PSUs as of the Termination Date, a number of PSUs equal Date shall continue to the number of PSUs that would have vested on the PSU Vesting Date, multiplied by the Pro Rata Factor, shall vest, and a shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(b), and the number of shares of Common Stock shall to be delivered to Grantee in respect of each such vested PSU, such number to vesting PSU will be determined in accordance with Section Article 3.1(b)(ii) using the actual Performance Factor calculated with respect to the Performance Period following the conclusion of the Performance Period; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the PSU Vesting Date (but in any event no later than the end of the calendar year in which such Vesting Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i) shall be forfeited; or. (iic) the If Grantee’x Xxxxxyment is terminated as a result of Grantee’s death or Disability, then, as of the Termination Date, all unvested PSUs shall vest and a number of shares of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, Grantee in respect of each such PSU, such number to be determined in accordance with Article 3.1(b)(ii) using a Performance Factor equal to (Ax) if the Committee shall have determined, prior to the date of deathTermination Date, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (By) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the date of deathTermination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs). (d) If Grantee’x Xxxxxyment is terminated as a result of Grantee’s death, then, as of the Termination Date, all unvested PSUs shall vest and a number of shares of Common Stock shall be delivered to Grantee’s beneficiary or estate, as the case may be, in respect of each such PSU, such number to be determined in accordance with Article 3.1(b)(ii) using a Performance Factor equal to (x) if the Committee shall have determined, prior to the Termination Date, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (y) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the Termination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee’s beneficiary or estate, as the case may be, as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested PSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment – PSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the PSU Vesting Date, then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section Article 3.1(b)(ii); (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the PSU Vesting Date by reason of: (i) involuntary termination of Employment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause then, as of the Termination Date, a number of PSUs equal to the number of PSUs that would have vested on the PSU Vesting Date, multiplied by the Pro Rata Factor, shall vest, and a number of shares of Common Stock shall be delivered to Grantee in respect of each such vested PSU, such number to be determined in accordance with Section Article 3.1(b)(ii) using the actual Performance Factor calculated with respect to the Performance Period following the conclusion of the Performance Period; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the PSU Vesting Date (but in any event no later than the end March 15 of the calendar year in which such the PSU Vesting Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i) shall be forfeited; or (ii) the GranteeXxxxxxx’s death or an involuntary termination of Xxxxxxx’s Employment on account of Disability, then, as of the Termination Date, all unvested PSUs shall vest and then a number of shares of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, in respect of each such PSU, such number to be determined in accordance with Article 3.1(b)(iiArticle (b) (ii) using (A) if the Committee shall have determined, prior to the date of deathdeath or such Termination Date, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (B) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the date of deathdeath or such Termination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, as soon as practicable following the date of death or such Termination Date (but in any event no later than the earlier of (1) March 15 of the calendar year following the calendar year in which the date of death or such Termination Date occurs, or (2) if the Termination Date occurs on or after the last day of the Performance Period, the date that such PSUs would otherwise have been paid). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment Xxxxxxx’s Employment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested PSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment – PSUs. (a) If Grantee Grantee’s Employment is Retirement-Eligible and ceases to be Employed terminated by the Company for any reason other than for Cause prior to (as such term is defined in the PSU Vesting DateEmployment Agreement) or is terminated by Grantee for Good Reason (as such term is defined in the Employment Agreement), then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article Section 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section 3.1(b)(ii);; provided, however, that if Section 3.3(c) or Section 3.3(d) of this Agreement shall also apply to the termination of Grantee’s Employment, such provisions shall supersede this Section 3.3(a) (and for the avoidance of doubt, if the Termination Date is within two years following a Change of Control, then Section 3.4(a) of this Agreement and Section 3.6 of the Plan shall govern the treatment of the Award evidenced by this Agreement, to the extent any provision of this Agreement is inconsistent with Section 3.4(a) of the Agreement or Section 3.6 of the Plan). (b) If Xxxxxxx’s Employment is terminated by Grantee other than for Good Reason (as such term is not Retirement-Eligible and ceases to be Employed by defined in the Company prior to the PSU Vesting Date by reason ofEmployment Agreement), then: (i) termination If the Termination Date is on or before December 31, 2016, any unvested PSUs as of Employment by the Company for any reason Termination Date shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Section 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section 3.1(b)(ii), provided, however, that on the second anniversary of the Termination Date, each PSU that was unvested as of the Termination Date and that has not vested as of the day immediately preceding the second anniversary of the Termination Date shall expire and Grantee shall have no further rights thereunder (other than rights with respect to settlement and share delivery of vested awards); or (ii) If the Termination Date is on or after January 1, 2017, any unvested PSUs as of the Termination Date shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Section 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section 3.1(b)(ii), provided, however, that the number of PSUs that will vest on each such Vesting Date will be equal to the product determined by multiplying (x) the number of PSUs that otherwise would have been vested on such Vesting Date by (y) a fraction the numerator of which is the sum of (A) due the number of full and partial months which have elapsed from the Grant Date to the Grantee’s death or Disability or Termination Date and (B) for Cause 24 months, and the denominator of which is the total number of months between the Grant Date and such Vesting Date (provided that such fraction shall not exceed 1); any unvested PSUs as of the Termination Date that would not vest on their respective Vesting Dates pursuant to the foregoing formula shall, as of the Termination Date, expire and Grantee shall have no further rights thereunder (other than rights with respect to settlement and share delivery of vested awards). (c) If Grantee’s Employment is terminated as a result of Grantee’s Disability, then, as of the Termination Date, all unvested PSUs shall vest and (A) with respect to unvested PSUs that relate to a number of PSUs equal Performance Period that has not yet commenced prior to the number of PSUs that would have vested on the PSU Vesting DateTermination Date (if any), multiplied by the Pro Rata Factor, shall vest, and a number of shares of Common Stock shall be delivered to Grantee in respect of each such vested PSU, such number to be determined in accordance with Section 3.1(b)(ii) using the actual a Performance Factor calculated equal to 100% and (B) with respect to the unvested PSUs that relate to a Performance Period following that has commenced but for which the conclusion of the Performance Period; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the PSU corresponding Vesting Date (but in any event no later than the end of the calendar year in which such Vesting Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i) shall be forfeited; or (ii) the Grantee’s death or Disability, then, has not yet occurred as of the Termination DateDate (each, all unvested PSUs shall vest and an “Open Performance Period”), a number of shares of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, Grantee in respect of each such PSU, such number to be determined in accordance with Article Section 3.1(b)(ii) using a Performance Factor equal to (Ax) if the Committee shall have determined, prior to the date of deathTermination Date, a Performance Factor with respect to the such Open Performance Period (including a Performance Factor calculated on an interim basis with respect to the such Open Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the such Open Performance Period or (By) if no such Performance Factor shall have been determined with respect to the such Open Performance Period prior to the date of deathTermination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated pursuant to clauses (A) and (B) of this paragraph shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, Grantee as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs).; or (cd) If Grantee ceases to be Employed by Grantee’s Employment is terminated as a result of Grantee’s death, then, as of the Company by reason date of termination of Granxxx’x Xmployment by the Company for Causedeath, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested PSUs shall immediately lapse vest and be forfeited for no consideration on (A) with respect to unvested PSUs that relate to a Performance Period that has not yet commenced as of the date of death (if any), a number of shares of Common Stock shall be delivered to Grantee’s beneficiary or estate, as the notice case may be in respect of termination each such PSU, such number to be determined in accordance with Section 3.1(b)(ii) using a Performance Factor equal to 100% and (B) with respect to unvested PSUs that relate to an Open Performance Period, a number of Employment is given shares of Common Stock shall be delivered to Grantee’s beneficiary or estate, as the case may be, in respect of each such PSU, such number to be determined in accordance with Section 3.1(b)(ii) using (A) if the Committee shall have determined, prior to the date of death, a Performance Factor with respect to such Open Performance Period (including a Performance Factor calculated on an interim basis with respect to such Open Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for such Open Performance Period or (B) if no such Performance Factor shall have been determined with respect to such Open Performance Period prior to the date of death, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated pursuant to clauses (A) and (B) of this paragraph shall be delivered to the Grantee’s beneficiary of estate as soon as practicable following the date of death (but in any event no later than March 15 of the calendar year following the calendar year in which the death occurs).

Termination of Employment – PSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the PSU Vesting Date, then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section Article 3.1(b)(ii);. (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the PSU Vesting Date by reason of: (i) involuntary termination of Employment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause then, as of the Termination Date, a number of PSUs equal to the number of PSUs that would have vested on the PSU Vesting Date, multiplied by the Pro Rata Factor, shall vest, and a number of shares of Common Stock shall be delivered to Grantee in respect of each such vested PSU, such number to be determined in accordance with Section Article 3.1(b)(ii) using the actual Performance Factor calculated with respect to the Performance Period following the conclusion of the Performance Period; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the PSU Vesting Date (but in any event no later than the end March 15 of the calendar year in which such the PSU Vesting Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i) shall be forfeited; or (ii) the Grantee’s death or an involuntary termination of Grantee’s Employment on account of Disability, then, as of the Termination Date, all unvested PSUs shall vest and then a number of shares of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, in respect of each such PSU, such number to be determined in accordance with Article 3.1(b)(ii) using (A) if the Committee shall have determined, prior to the date of deathdeath or such Termination Date, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (B) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the date of deathdeath or such Termination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, as soon as practicable following the date of death or such Termination Date (but in any event no later than the earlier of (1) March 15 of the calendar year following the calendar year in which the date of death or such Termination Date occurs, or (2) if the Termination Date occurs on or after the last day of the Performance Period, the date that such PSUs would otherwise have been paid). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment Xxxxxxx’s Employment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested PSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment – PSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the PSU last Vesting Date, then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article Section 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section 3.1(b)(ii); (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the PSU last Vesting Date by reason of: (i) termination of Employment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause Disability, then, as of the Termination Date, all unvested PSUs shall vest and (A) with respect to unvested PSUs that relate to a Performance Period that has not yet commenced prior to the Termination Date (if any), a number of shares of Common Stock shall be delivered to Grantee in respect of each such PSU, such number to be determined in accordance with Section 3.1(b)(ii) using a Performance Factor equal to 100% and (B) with respect to unvested PSUs that relate to a Performance Period that has commenced but for which the corresponding Vesting Date has not yet occurred as of the Termination Date (each, an“Open Performance Period”), a number of shares of Common Stock shall be delivered to Grantee in respect of each such PSU, such number to be determined in accordance with Section 3.1(b)(ii) using a Performance Factor equal to (x) if the Committee shall have determined, prior to the Termination Date, a Performance Factor with respect to such Open Performance Period (including a Performance Factor calculated on an interim basis with respect to such Open Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for such Open Performance Period or (y) if no such Performance Factor shall have been determined with respect to such Open Performance Period prior to the Termination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated pursuant to clauses (A) and (B) of this paragraph shall be delivered to the Grantee as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs); or (ii) termination of Employment by the Company due to Business Conditions or a Routine Business Divestiture then, as of the Termination Date, with respect to each Open Performance Period, a number of PSUs shall vest equal to the number of PSUs that would have vested on the PSU Vesting DateDate immediately following the end of such Open Performance Period, multiplied by the Pro Rata Factor, shall vestFactor calculated for such Open Performance Period, and a number of shares of Common Stock shall be delivered to Grantee in respect of each such vested PSU, such number to be determined in accordance with Section 3.1(b)(ii) using the actual Performance Factor calculated with respect to the such Open Performance Period following the conclusion of the such Open Performance Period; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the PSU applicable Vesting Date of such PSUs (but in any event no later than the end of the calendar year in which such Vesting Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i3.3(b)(ii) shall be forfeited; or (iiiii) the Grantee’s death or Disabilitydeath, then, as of the Termination Datedate of death, all unvested PSUs shall vest and (A) with respect to unvested PSUs that relate to a Performance Period that has not yet commenced as of the date of death (if any), a number of shares of Common Stock shall be delivered to Grantee’s beneficiary or estate, or as the case may be in respect of each such PSU, such number to be determined in accordance with Section 3.1(b)(ii) using a Performance Factor equal to 100% and (B) with respect to unvested PSUs that relate to an Open Performance Period, a number of shares of Common Stock shall be delivered to Grantee’s beneficiary or estate, as the case may be, in respect of each such PSU, such number to be determined in accordance with Article Section 3.1(b)(ii) using (A) if the Committee shall have determined, prior to the date of death, a Performance Factor with respect to the such Open Performance Period (including a Performance Factor calculated on an interim basis with respect to the such Open Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the such Open Performance Period or (B) if no such Performance Factor shall have been determined with respect to the such Open Performance Period prior to the date of death, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated pursuant to clauses (A) and (B) of this paragraph shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, of estate as soon as practicable following the Termination Date date of death (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date death occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested PSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment – PSUs. (a) If Grantee is Retirement-Eligible and ceases to be Employed by the Company for any reason other than Cause prior to the PSU Vesting Date, then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Article 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section 3.1(b)(ii);. (b) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the PSU Vesting Date by reason of: (i) involuntary termination of Employment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause then, as of the Termination Date, a number of PSUs equal to the number of PSUs that would have vested on the PSU Vesting Date, multiplied by the Pro Rata Factor, shall vest, and a number of shares of Common Stock shall be delivered to Grantee in respect of each such vested PSU, such number to be determined in accordance with Section 3.1(b)(ii) using the actual Performance Factor calculated with respect to the Performance Period following the conclusion of the Performance Period; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the PSU Vesting Date (but in any event no later than the end March 15 of the calendar year in which such the PSU Vesting Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i) shall be forfeited; or (ii) the Grantee’s death or Disability, then, as of the Termination Datedate of such death or Disability, all unvested PSUs shall vest and a number of shares of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, in respect of each such vested PSU, such number to be determined in accordance with Article 3.1(b)(ii) using (A) if the Committee shall have determined, prior to the date of deathdeath or Disability, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (B) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the date of deathdeath of Disability, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee, or to the Grantee’s beneficiary or estate, as the case may be, as soon as practicable following the Termination Date date of death or Disability (but in any event no later than the earlier of (1) March 15 of the calendar year following the calendar year in which such event occurs, or (2) March 15 of the Termination calendar year in which the PSU Vesting Date occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment Xxxxxxx’s Employment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested PSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.

Termination of Employment – PSUs. (a) If Grantee Grantee’s Employment is Retirement-Eligible and ceases to be Employed terminated by the Company for any reason other than for Cause prior to (as such term is defined in the PSU Vesting DateEmployment Agreement) or is terminated by Grantee for Good Reason (as such term is defined in the Employment Agreement), then any unvested PSUs shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Section 3.1 (b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section 3.1(b)(ii); provided, however, that if Article 3.3(c) or Article 3.3(d) of this Agreement shall also apply to the termination of Grantee’s Employment, such provision shall supersede this Section 3.3(a) (and for the avoidance of doubt, if the Termination Date is within two years following a Change of Control, then Section 3.4(a) of this Agreement and Section 3.6 of the Plan shall govern the treatment of the Award evidenced by this Agreement, to the extent any provision of this Agreement is inconsistent with Section 3.4(a) of the Agreement or Section 3.6 of the Plan). (b) If Grantee’s Employment is terminated by Grantee other than for Good Reason (as such term is defined in the Employment Agreement), then any unvested PSUs as of the Termination Date shall continue to vest, and shares of Common Stock will continue to be delivered, according to the schedule (and as otherwise) set forth in Section 3.1(b), and the number of shares of Common Stock to be delivered to Grantee in respect of each such vesting PSU will be determined in accordance with Section 3.1(b)(ii);. (bc) If Grantee is not Retirement-Eligible and ceases to be Employed by the Company prior to the PSU Vesting Date by reason of: (i) termination of Employment by the Company for any reason other than (A) due to the Grantee’s death or Disability or (B) for Cause then, Employment is terminated as a result of the Termination Date, a number of PSUs equal to the number of PSUs that would have vested on the PSU Vesting Date, multiplied by the Pro Rata Factor, shall vest, and a number of shares of Common Stock shall be delivered to Grantee in respect of each such vested PSU, such number to be determined in accordance with Section 3.1(b)(ii) using the actual Performance Factor calculated with respect to the Performance Period following the conclusion of the Performance Period; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the PSU Vesting Date (but in any event no later than the end of the calendar year in which such Vesting Date occurs), and any PSUs that remain unvested after application of this Article 3.3(b)(i) shall be forfeited; or (ii) the Grantee’s death or Disability, then, as of the Termination Date, all unvested PSUs shall vest and a number of shares of Common Stock shall be delivered to Grantee, or to Grantee’s beneficiary or estate, as the case may be, Grantee in respect of each such PSU, such number to be determined in accordance with Article 3.1(b)(ii) using a Performance Factor equal to (Ax) if the Committee shall have determined, prior to the date of deathTermination Date, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (By) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the date of deathTermination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs). (d) If Grantee’s Employment is terminated as a result of Grantee’s death, then, as of the Termination Date, all unvested PSUs shall vest and a number of shares of Common Stock shall be delivered to Grantee’s beneficiary or estate, as the case may be, in respect of each such PSU, such number to be determined in accordance with Article 3.1(b)(ii) using a Performance Factor equal to (x) if the Committee shall have determined, prior to the Termination Date, a Performance Factor with respect to the Performance Period (including a Performance Factor calculated on an interim basis with respect to the Performance Period, if the Committee shall have made such a determination), the most recently determined Performance Factor for the Performance Period or (y) if no such Performance Factor shall have been determined with respect to the Performance Period prior to the Termination Date, a Performance Factor of 100%; the shares of Common Stock (if any) so calculated shall be delivered to the Grantee’s beneficiary or estate, as the case may be, as soon as practicable following the Termination Date (but in any event no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs). (c) If Grantee ceases to be Employed by the Company by reason of termination of Granxxx’x Xmployment by the Company for Cause, regardless of whether Grantee is Retirement-Eligible on the Termination Date, then all unvested PSUs shall immediately lapse and be forfeited for no consideration on the date the notice of termination of Employment is given to the Grantee.