Common use of Termination or Change in Employment Status Clause in Contracts

Termination or Change in Employment Status. A Participant shall forfeit all rights to any cash payment (or stock award) related to a RSU Grant, if, prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, the Participant (1) resigns without the consent of the Committee, (2) retires before age 62 without the consent of the Committee, or (3) is terminated for cause. If a Participant retires at or after age 62, or ceases employment as a result of death or disability, or is involuntary terminated (not for cause) as a result of the Separation and Distribution (as defined in that certain Separation and Distribution Agreement, dated as of January 27, 2016, by and among the Company, X. X. Xxxxx & Co., and X. X. Xxxxx & Co.—Conn) (as determined by the Company’s Chief Human Resources Officer), prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, then his or her RSU Grant shall thereupon vest, and he or she shall be entitled to receive any cash payment or stock award (as appropriate) he or she would otherwise have received, except that the amount of any such payment or award shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was not an employee (measured in whole calendar months). If a Participant ceases employment with the Company for any of the reasons specified in this paragraph, after the designated Vesting/Stock Valuation Date (but before the cash payment or stock award is made), then his or her rights to his RSU Grant shall thereupon vest, and he or she shall be entitled to receive such cash payment or stock award at the time he or she would have otherwise received such payment or award. If a Participant ceases employment with the Company for any reason other than those indicated in the previous two paragraphs (except as provided above with respect to involuntary termination after a Change in Control of the Company) prior to the date he or she would have otherwise received a cash payment or stock award related to his or her RSU Grant, then such RSU Grant and any cash payment or stock award related thereto shall be forfeited, unless the Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) determines to make an exception. All such determinations, if any, shall be final and binding on all parties. A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of this section, but, unless the Committee otherwise directs, any cash payment or stock award related to the RSU Grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was on such leave of absence. Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction. Notwithstanding any other provision of any RSU Grant Agreement or this Annex A, RSUs shall be settled in a manner intended to comply with the provisions of Code Section 409A, which shall include (i) RSUs that become vested on the Vesting/Stock Valuation Date being settled not later than the last day of the calendar year of the applicable Vesting/Stock Valuation Date (as defined in the RSU Grant Agreement) and (ii) RSUs held by a “specified employee” (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant’s “separation from service” (as defined in Code Section 409A), being settled on the first business day following the date that is six months after the effective date of such separation from service.

Termination or Change in Employment Status. A Participant shall forfeit all rights to any cash payment (or stock award) related to a RSU Grant, if, prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, the Participant (1) resigns without the consent of the Committee, or (2) retires before age 62 without the consent of the Committee, or (3) is terminated for cause. If a Participant retires at or after age 62, or ceases employment as a result of death or disability, or is involuntary terminated (not for cause) as a result of the Separation and Distribution (as defined in that certain Separation and Distribution Agreement, dated as of January 27, 2016, by and among the Company, X. X. Xxxxx & Co., and X. X. Xxxxx & Co.—Conn) (as determined by the Company’s Chief Human Resources Officer), disability prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, then his or her RSU Grant shall thereupon vest, and he or she shall be entitled to receive any cash payment or stock award (as appropriate) he or she would otherwise have received, except that the amount of any such payment or award shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was not an employee (measured in whole calendar months). If a Participant ceases employment with the Company for any of the reasons specified in this paragraph, after the designated Vesting/Stock Valuation Date (but before the cash payment or stock award is made), then his or her rights to his RSU Grant shall thereupon vest, and he or she shall be entitled to receive such cash payment or stock award at the time he or she would have otherwise received such payment or award. If a Participant ceases employment with the Company for any reason other than those indicated in the previous two paragraphs (except as provided above with respect to involuntary termination after a Change in Control of the Company) prior to the date he or she would have otherwise received a cash payment or stock award related to his or her RSU Grant, then such RSU Grant and any cash payment or stock award related thereto shall be forfeited, unless the Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) determines to make an exception. All such determinations, if any, shall be final and binding on all parties. A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of this section, but, unless the Committee otherwise directs, any cash payment or stock award related to the RSU Grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was on such leave of absence. Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction. Notwithstanding any other provision of any RSU Grant Agreement or this Annex A, RSUs shall be settled in a manner intended to comply with the provisions of Code Section 409A, which shall include (i) RSUs that become vested on the Vesting/Stock Valuation Date being settled not later than the last day of the calendar year of the applicable Vesting/Stock Valuation Date (as defined in the RSU Grant Agreement) and (ii) RSUs held by a “specified employee” (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant’s “separation from service” (as defined in Code Section 409A), being settled on the first business day following the date that is six months after the effective date of such separation from service.

Termination or Change in Employment Status. A Participant shall forfeit all rights to any cash payment (or stock award) related to a RSU PBU Grant, if, prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreementend of the Performance Period, the Participant (1) resigns without the consent of the Committee, (2) retires before age 62 without the consent of the Committee, or (3) is terminated for cause. If a Participant retires at or after age 62, or ceases employment as a result of death or disability, or is involuntary terminated (not for cause) ceases employment as a result of an involuntary termination after a Change in Control of the Separation and Distribution Company (as defined in that certain Separation and Distribution Agreement, dated as of January 27, 2016, by and among the Company, X. X. Xxxxx & Co., and X. X. Xxxxx & Co.—Conn) (as determined by the Company’s Chief Human Resources Officerherein), prior to during the Vesting/Stock Valuation Date specified by his or her RSU Grant AgreementPerformance Period, then his or her RSU PBU Grant shall thereupon vest, and he or she shall be entitled to receive any cash payment or stock award (as appropriate) he or she would otherwise have receivedreceived (at the time he would have otherwise received such payment or award), except that the amount of any such payment or award shall be reduced ratably in proportion to the portion of the Service Performance Period during which the Participant was not an employee (measured in whole calendar months)employee. If a Participant ceases employment with the Company for any of the reasons specified in this paragraph, after the designated Vesting/Stock Valuation Date completion of the applicable Performance Period (but before the cash payment or stock award is made), then his or her rights to his RSU PBU Grant shall thereupon vest, and he or she shall be entitled to receive such cash payment or stock award at the time he or she would have otherwise received such payment or award. If a Participant ceases employment with the Company for any reason other than those indicated in the previous two paragraphs (including by reason of involuntary termination for cause or not for cause, except as provided above with respect to involuntary termination after a Change in Control of the Company) prior to the date he or she would have otherwise received a cash payment or stock award related to his or her RSU PBU Grant, then such RSU PBU Grant and any cash payment or stock award related thereto shall be forfeited, unless the Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) determines to make an exception. All such determinations, if any, shall be final and binding on all parties. A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of this section, but, unless the Committee otherwise directs, any cash payment or stock award related to the RSU PBU Grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the Service Performance Period during which the Participant was on such leave of absence. Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction. Notwithstanding any other provision The Committee shall determine the extent to which the applicable performance objectives have been achieved during the Performance Period, and the amount of any RSU Grant Agreement cash payment or stock award earned regarding the PBU Grants. All calculations in this Annex A, RSUs regard shall be settled made by the Company’s Finance Department, in a manner intended to comply accordance with the provisions of Code Section 409Aaccounting principles customarily applied by the Company’s Finance Department, which and shall include (i) RSUs that become vested on be submitted to the Vesting/Stock Valuation Date being settled not later than the last day Committee for its review and approval. The final determinations of the calendar year of the applicable Vesting/Stock Valuation Date (as defined Committee in the RSU Grant Agreement) this regard shall be final and (ii) RSUs held by a “specified employee” (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant’s “separation from service” (as defined in Code Section 409A), being settled binding on the first business day following the date that is six months after the effective date of such separation from serviceall parties.

Termination or Change in Employment Status. A Participant shall forfeit all rights to any cash payment (or stock award) related to a RSU Grant, if, prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, the Participant Participant's employment terminates for any reason other than as provided below, unless the Committee (1) resigns without or the consent designee of the Committee, (2) retires before age 62 without which may include the consent Chief Executive Officer of the Committee, or (3Company) is terminated for causedetermines to make an exception. If a Participant retires ceases employment at or after age 55 (at a time that the sum of his or her years of service and age total at least 60), or at or after age 62, or ceases employment as a result of death or disability, or is involuntary terminated (not for cause) as a result of the Separation and Distribution (as defined in that certain Separation and Distribution Agreement, dated as of January 27, 2016, by and among the Company, X. X. Xxxxx & Co., and X. X. Xxxxx & Co.—Conn) (as determined by the Company’s Chief Human Resources Officer), prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, then he or she (or his or her RSU Grant shall thereupon vestestate or legal representative, and he or she as appropriate) shall be entitled to receive any cash payment or stock award (as appropriate) he ), as soon as administratively practical after cessation of employment, calculated using the date of his or she would otherwise have receivedher cessation of employment as the Vesting/Stock Valuation Date, except that the amount of any such payment or award shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was not an employee (measured in whole calendar months). If a Participant ceases employment with the Company for any of the reasons specified in this paragraph, after the designated Vesting/Stock Valuation Date (but before the cash payment or stock award is made), then his or her rights to his RSU Grant shall thereupon vest, and he or she shall be entitled to receive such cash payment or stock award at the time he or she would have otherwise received such payment or award. If a Participant ceases employment with the Company for any reason other than those indicated in the previous two paragraphs (except as provided above with respect to involuntary termination after a Change in Control of the Company) prior to the date he or she would have otherwise received a cash payment or stock award related to his or her RSU Grant, then such RSU Grant and any cash payment or stock award related thereto shall be forfeited, unless the Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) determines to make an exception. All such determinations, if any, shall be final and binding on all parties. A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of this sectionRSU Grant, but, unless the Committee otherwise directs, any cash payment or stock award related to the RSU Grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was on such leave of absence. Annex A Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction. Code Section 409A Notwithstanding any other provision of any RSU Grant Agreement or this Annex A, RSUs RSU Grants shall be settled in a manner intended to comply with the provisions of Code Section 409A409A of the Code, which shall include (i) RSUs that become vested on the Vesting/Stock Valuation Date being settled not later than the last day of the calendar year of the applicable Vesting/Stock Valuation Date (as defined in the 2017 RSU Grant AgreementAxxxxxxxx) and (ii) RSUs held by a “specified employee” " (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant’s “'s "separation from service” " (as defined in Code Section 409A), being settled on the first business day following the date that is six months after the effective date of such separation from service.

Termination or Change in Employment Status. A Participant shall forfeit all rights to any cash payment (or stock award) related to a RSU Grant, if, prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, the Participant Participant’s employment terminates for any reason other than as provided below, unless the Committee (1) resigns without or the consent designee of the Committee, (2) retires before age 62 without which may include the consent Chief Executive Officer of the Committee, or (3Company) is terminated for causedetermines to make an exception. If a Participant retires ceases employment at or after age 55 (at a time that the sum of his or her years of service and age total at least 60), or at or after age 62, or ceases employment as a result of death or disability, or is involuntary terminated (not for cause) as a result of the Separation and Distribution (as defined in that certain Separation and Distribution Agreement, dated as of January 27, 2016, by and among the Company, X. X. Xxxxx & Co., and X. X. Xxxxx & Co.—Conn) (as determined by the Company’s Chief Human Resources Officer), prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant Agreement, then he or she (or his or her RSU Grant shall thereupon vestestate or legal representative, and he or she as appropriate) shall be entitled to receive any cash payment or stock award (as appropriate) he ), as soon as administratively practical after cessation of employment, calculated using the date of his or she would otherwise have receivedher cessation of employment as the Vesting/Stock Valuation Date, except that the amount of any such payment or award shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was not an employee (measured in whole calendar months). If a Participant ceases employment with the Company for any of the reasons specified in this paragraph, after the designated Vesting/Stock Valuation Date (but before the cash payment or stock award is made), then his or her rights to his RSU Grant shall thereupon vest, and he or she shall be entitled to receive such cash payment or stock award at the time he or she would have otherwise received such payment or award. If a Participant ceases employment with the Company for any reason other than those indicated in the previous two paragraphs (except as provided above with respect to involuntary termination after a Change in Control of the Company) prior to the date he or she would have otherwise received a cash payment or stock award related to his or her RSU Grant, then such RSU Grant and any cash payment or stock award related thereto shall be forfeited, unless the Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) determines to make an exception. All such determinations, if any, shall be final and binding on all parties. A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of this sectionRSU Grant, but, unless the Committee otherwise directs, any cash payment or stock award related to the RSU Grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the Service Period during which the Participant was on such leave of absence. Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction. Notwithstanding any other provision of any RSU Grant Agreement or this Annex A, RSUs RSU Grants shall be settled in a manner intended to comply with the provisions of Code Section 409A409A of the Code, which shall include (i) RSUs that become vested on the Vesting/Stock Valuation Date being settled not later than the last day of the calendar year of the applicable Vesting/Stock Valuation Date (as defined in the RSU 0000 XXX Grant Agreement) and (ii) RSUs held by a “specified employee” (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant’s “separation from service” (as defined in Code Section 409A), being settled on the first business day following the date that is six months after the effective date of such separation from service.

Termination or Change in Employment Status. A Participant shall forfeit all rights to any cash payment (or stock award) related to a RSU PBU Grant, if, prior to the Vesting/Stock Valuation Date specified by his date that such payments or her RSU Grant Agreementawards are actually paid with respect to the PBU Grants to actively employed Participants, the Participant Participant’s employment terminates for any reason other than as provided below, unless the Committee (1) resigns without or the consent designee of the Committee, (2) retires before age 62 without which may include the consent Chief Executive Officer of the Committee, or (3Company) is terminated for causedetermines to make an exception. If a Participant retires ceases employment at or after age 55 (at a time that the sum of his or her age and years of service total at least 60), or at or after age 62, or ceases employment as a result of death or disability, or is involuntary terminated (not for cause) as a result of during the Separation and Distribution (as defined in that certain Separation and Distribution Agreement, dated as of January 27, 2016, by and among the Company, X. X. Xxxxx & Co., and X. X. Xxxxx & Co.—Conn) (as determined by the Company’s Chief Human Resources Officer), prior to the Vesting/Stock Valuation Date specified by his or her RSU Grant AgreementPerformance Period, then his or her RSU PBU Grant shall thereupon vest, and he or she (or his or her estate or legal representative, as appropriate) shall be entitled Annex B EXHIBIT 10.2 to receive any cash payment or stock award (as appropriate) he or she would otherwise have receivedreceived (at the time he or she would have otherwise received such payment or award), except that the amount of any such payment or award shall be reduced ratably in proportion to the portion of the Service Performance Period during which the Participant was not an employee (measured in whole calendar monthsmonths ). If a Participant ceases employment with the Company for any of the reasons specified in this paragraph, after the designated Vesting/Stock Valuation Date completion of the applicable Performance Period (but before the cash payment or stock award is made), then his or her rights to his RSU or her PBU Grant shall thereupon vest, and he or she shall be entitled to receive such cash payment or stock award at the time he or she would have otherwise received such payment or award. If a Participant ceases employment with the Company for any reason other than those indicated in the previous two paragraphs (except as provided above with respect to involuntary termination after a Change in Control of the Company) prior to the date he or she would have otherwise received a cash payment or stock award related to his or her RSU Grant, then such RSU Grant and any cash payment or stock award related thereto shall be forfeited, unless the Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) determines to make an exception. All such determinations, if any, shall be final and binding on all parties. A leave of absence, if approved by the Committee, shall not be deemed a termination or change of employment status for the purposes of this sectionPBU Grant, but, unless the Committee otherwise directs, any cash payment or stock award related to the RSU PBU Grant that a Participant would otherwise have received shall be reduced ratably in proportion to the portion of the Service Performance Period during which the Participant was on such leave of absence. Any consent, approval or direction that the Committee may give under this section in respect of an event or transaction may be given before or after the event or transaction. Notwithstanding any other provision of any RSU Grant Agreement or this Annex A, RSUs shall be settled in a manner intended to comply with the provisions of Code Section 409A, which shall include (i) RSUs that become vested on the Vesting/Stock Valuation Date being settled not later than the last day of the calendar year of the applicable Vesting/Stock Valuation Date (as defined in the RSU Grant Agreement) and (ii) RSUs held by a “specified employee” (as defined under Code Section 409A) that become vested, and are to be settled upon a Participant’s “separation from service” (as defined in Code Section 409A), being settled on the first business day following the date that is six months after the effective date of such separation from service.