Common use of Termination of Service for Certain Qualified Retirements Clause in Contracts

Termination of Service for Certain Qualified Retirements. If the Executive’s Service terminates by reason of a Qualified Retirement occurring no less than six months after the Grant Date but prior to the second anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent as to which such Option or TBRS, as applicable, would have been vested as of such second anniversary of the Grant Date. If the Executive’s Service terminates by reason of a Qualified Retirement after the second anniversary of the Grant Date but before the third anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent as to which such Option or TBRS, as applicable, would have been vested as of such third anniversary of the Grant Date. If the Executive’s Service is terminated by reason of a Qualified Retirement after the third anniversary of the Grant Date but before the fourth anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, in full as of the date of such termination of Service. In each of the circumstances described in the preceding three sentences, the applicable Option shall remain exercisable by the Executive (or any person entitled to do so) at any time within 18 months after the date of such termination of Service, subject to the earlier expiration of the Option on the Expiration Date. To the extent such Option is not exercised within such 18-month period, the Option shall be cancelled and revert back to the Company and the Executive or any permitted transferee pursuant to the terms of the applicable award agreement, as applicable, shall have no further right or interest therein.

Termination of Service for Certain Qualified Retirements. If the Executive’s Service terminates by reason of a Qualified Retirement occurring no less than six (6) months after the Grant Date but prior to the second anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent as to which such Option or TBRS, as applicable, would have been vested as of such second anniversary of the Grant Date. If the Executive’s Service terminates by reason of a Qualified Retirement after the second anniversary of the Grant Date but before the third anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent as to which such Option or TBRS, as applicable, would have been vested as of such third anniversary of the Grant Date. If the Executive’s Service is terminated by reason of a Qualified Retirement after the third anniversary of the Grant Date but before the fourth anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, in full as of the date of such termination of Service. In each of the circumstances described in the preceding three sentences, the applicable Option shall remain exercisable by the Executive (or any person entitled to do so) at any time within 18 eighteen (18) months after the date of such termination of Service, subject to the earlier expiration of the Option on the Expiration Date. To the extent such Option is not exercised within such 18-month eighteen (18)-month period, the Option shall be cancelled and revert back to the Company and the Executive or any permitted transferee pursuant to the terms of the applicable award agreement, as applicable, shall have no further right or interest therein.

Termination of Service for Certain Qualified Retirements. If the ExecutiveGrantee’s Service terminates by reason of a Qualified Retirement occurring no less than six months after the Grant Date but prior to the second anniversary of the Grant Date, any the Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, exercisable as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent Common Shares as to which such the Option or TBRS, as applicable, would have been vested as of such second anniversary of the Grant Date. If the ExecutiveGrantee’s Service terminates by reason of a Qualified Retirement after the second anniversary of the Grant Date but before the third anniversary of the Grant Date, any the Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, exercisable as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent Common Shares as to which such the Option or TBRS, as applicable, would have been vested as of such the third anniversary of the Grant Date. If the ExecutiveGrantee’s Service is terminated by reason of a Qualified Retirement after the third anniversary of the Grant Date but before the fourth anniversary of the Grant Date, any the Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, exercisable in full as of the date of such termination of Service. In each of the circumstances described in the preceding three sentences, the applicable Option shall remain exercisable by the Executive Grantee (or any person entitled to do so) at any time within 18 months after the date of such termination of Service, subject to the earlier expiration of the Option on the Expiration Dateas provided in Section 5 hereof. To the extent such the Option is not exercised within such 18-month period, the Option shall be cancelled and revert back to the Company and the Executive Grantee or any permitted transferee pursuant to the terms of the applicable award agreementSection 11, as applicable, shall have no further right or interest therein.

Termination of Service for Certain Qualified Retirements. If the Executive’s Service terminates by reason of a Qualified Retirement occurring no less than six (6) months after the Grant Date but prior to the second anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS and any TBRSU shall be considered vestedautomatically vest, as of the date of such termination of Service Service, with respect to the aggregate number of shares of common stock of Parent as to which such Option Option, TBRS, or TBRSTBRSU, as applicable, would have been vested as of such second anniversary of the Grant Date. If the Executive’s Service terminates by reason of a Qualified Retirement after the second anniversary of the Grant Date but before the third anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS and any TBRSU shall be considered vestedautomatically vest, as of the date of such termination of Service Service, with respect to the aggregate number of shares of common stock of Parent as to which such Option Option, TBRS, or TBRSTBRSU, as applicable, would have been vested as of such third anniversary of the Grant Date. If the Executive’s Service is terminated by reason of a Qualified Retirement after the third anniversary of the Grant Date but before the fourth anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS and any TBRSU shall be considered vestedautomatically vest in full, in full as of the date of such termination of Service. In each of the circumstances described in the preceding three sentences, (i) the applicable Option shall remain exercisable by the Executive (or any person entitled to do so) at any time within 18 eighteen (18) months after the date of such termination of Service, subject to the earlier expiration of the Option on the Expiration Date. To , and to the extent such Option is not exercised within such 18-month eighteen (18)-month period, the Option shall be cancelled and revert back to the Company Company, and the Executive or any permitted transferee pursuant to the terms of the applicable award agreement, as applicable, shall have no further right or interest therein, and (ii) the shares subject to any such TBRSU shall be delivered no later than sixty (60) days following such termination of Service.

Termination of Service for Certain Qualified Retirements. If the ExecutiveOptionee’s Service terminates by reason of a Qualified Retirement occurring no less than six months after the Grant Date but prior to the second anniversary of the Grant Date, any the Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, exercisable as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent Common Shares as to which such the Option or TBRS, as applicable, would have been vested as of such second anniversary of the Grant Date. If the ExecutiveOptionee’s Service terminates by reason of a Qualified Retirement after the second anniversary of the Grant Date but before the third anniversary of the Grant Date, any the Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, exercisable as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent Common Shares as to which such the Option or TBRS, as applicable, would have been vested as of such the third anniversary of the Grant Date. If the ExecutiveOptionee’s Service is terminated by reason of a Qualified Retirement after the third anniversary of the Grant Date but before the fourth anniversary of the Grant Date, any the Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, exercisable in full as of the date of such termination of Service. In each of the circumstances described in the preceding three sentences, the applicable Option shall remain exercisable by the Executive Optionee (or any person entitled to do so) at any time within 18 months after the date of such termination of Service, subject to the earlier expiration of the Option on the Expiration Dateas provided in Section 5 hereof. To the extent such the Option is not exercised within such 18-month period, the Option shall be cancelled and revert back to the Company and the Executive Optionee or any permitted transferee pursuant to the terms of the applicable award agreementSection 11, as applicable, shall have no further right or interest therein.

Termination of Service for Certain Qualified Retirements. If the Executive’s Service terminates by reason of a Qualified Retirement occurring no less than six (6) months after the Grant Date but prior to the second anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS and any TBRSU shall be considered vested, as of the date of such termination of Service Service, with respect to the aggregate number of shares of common stock of Parent as to which such Option Option, TBRS, or TBRSTBRSU, as applicable, would have been vested as of such second anniversary of the Grant Date. If the Executive’s Service terminates by reason of a Qualified Retirement after the second anniversary of the Grant Date but before the third anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS and any TBRSU shall be considered vested, as of the date of such termination of Service Service, with respect to the aggregate number of shares of common stock of Parent as to which such Option Option, TBRS, or TBRSTBRSU, as applicable, would have been vested as of such third anniversary of the Grant Date. If the Executive’s Service is terminated by reason of a Qualified Retirement after the third anniversary of the Grant Date but before the fourth anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS and any TBRSU shall be considered vested, in full as of the date of such termination of Service. In each of the circumstances described in the preceding three sentences, (i) the applicable Option shall remain exercisable by the Executive (or any person entitled to do so) at any time within 18 eighteen (18) months after the date of such termination of Service, subject to the earlier expiration of the Option on the Expiration Date. To , and to the extent such Option is not exercised within such 18-month eighteen (18)-month period, the Option shall be cancelled and revert back to the Company Company, and the Executive or any permitted transferee pursuant to the terms of the applicable award agreement, as applicable, shall have no further right or interest therein, and (ii) the shares subject to any such TBRSU shall be delivered no later than sixty (60) days following such termination of Service.

Termination of Service for Certain Qualified Retirements. If the Executive’s Service terminates by reason of a Qualified Retirement occurring no less than six (6) months after the Grant Date but prior to the second anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS and any TBRSU shall be considered vested, as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent as to which such Option Option, TBRS, or TBRSTBRSU, as applicable, would have been vested as of such second anniversary of the Grant Date. If the Executive’s Service terminates by reason of a Qualified Retirement after the second anniversary of the Grant Date but before the third anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS and any TBRSU shall be considered vested, as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent as to which such Option Option, TBRS, or TBRSTBRSU, as applicable, would have been vested as of such third anniversary of the Grant Date. If the Executive’s Service is terminated by reason of a Qualified Retirement after the third anniversary of the Grant Date but before the fourth anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS and any TBRSU shall be considered vested, in full as of the date of such termination of Service. In each of the circumstances described in the preceding three sentences, the applicable Option shall remain exercisable by the Executive (or any person entitled to do so) at any time within 18 eighteen (18) months after the date of such termination of Service, subject to the earlier expiration of the Option on the Expiration Date. To the extent such Option is not exercised within such 18-month eighteen (18)-month period, the Option shall be cancelled and revert back to the Company and the Executive or any permitted transferee pursuant to the terms of the applicable award agreement, as applicable, shall have no further right or interest therein.

Termination of Service for Certain Qualified Retirements. If the Executive’s Service terminates by reason of a Qualified Retirement occurring no less than six months after the Grant Date but prior to the second anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent as to which such Option or TBRS, as applicable, would have been vested as of such second anniversary of the Grant Date. If the Executive’s Service terminates by reason of a Qualified Retirement after the second anniversary of the Grant Date but before the third anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, as of the date of such termination of Service with respect to the aggregate number of shares of common stock of Parent as to which such Option or TBRS, as applicable, would have been vested as of such third anniversary of the Grant Date. If the Executive’s Service is terminated by reason of a Qualified Retirement after the third anniversary of the Grant Date but before the fourth anniversary of the Grant Date, any Option shall automatically vest and become immediately exercisable, and any TBRS shall be considered vested, in full as of the date of such termination of Service. In each of the circumstances described in the preceding three sentences, the applicable Option shall remain exercisable by the Executive (or any person entitled to do so) at any time within 18 months after the date of such termination of Service, subject to the earlier expiration of the Option on the Expiration Date. To the extent such Option is not exercised within such 18-month period, the Option shall be cancelled and revert back to the Company and the Executive or any permitted transferee pursuant to the terms of the applicable award agreement, as applicable, shall have no further right or interest therein.. Change in Control and Severance Agreement—Mxxxxxx X. Xxxxxxx