Common use of Vesting Termination of Employment Clause in Contracts

Vesting Termination of Employment. a. The PSUs have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of PSUs awarded to you as set forth in the Grant Notice, as well as any additional PSUs credited as a result of dividend equivalents, as described in Section 9 below. Each PSU represents an unfunded, unsecured right to receive Common Stock, subject to the terms and conditions stated in the Plan and this Grant Agreement. The Confirmed PSUs in your account will be earned in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives are attained, as provided on Exhibit A attached hereto, provided that, except as otherwise stated herein, you are then still employed by the Company or one of its subsidiaries. For the avoidance of doubt, except as otherwise provided in Section 2(b) below or Section 5(c) below, Confirmed PSUs for completed Performance Periods shall remain subject to vesting until the conclusion of the Performance Period for Tranche C, subject to your continued employment by the Company or one of its subsidiaries on such date. Any PSUs that fail to vest in accordance with the terms of this Grant Agreement will be forfeited and reconveyed to the Company without further consideration or any act or action by you. b. If your employment with the Company or one of its subsidiaries terminates by reason of your death, Disability or Qualifying Retirement prior to the Date of Vesting, then (i) with respect to completed Performance Period(s), you or, as the case may be, your estate, will earn the Confirmed PSUs for the respective completed Performance Period(s), if any, as of the date of your termination; and (ii) with respect to in-process Performance Periods or Performance Periods that have not yet commenced as of the date of your termination, if any, you or, as the case may be, your estate, will retain such PSUs and such PSUs may be earned, in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives provided on Exhibit A attached hereto are attained. c. If your employment terminates for any reason prior to the Date of Vesting other than as described in subsection (b) above or Section (b) below, you will forfeit all right, title and interest in and to the PSUs (including any Confirmed PSUs with respect to completed Performance Periods) as of the date of such termination and such PSUs will be reconveyed to the Company without further consideration or any act or action by you.

Vesting Termination of Employment. a. The PSUs Performance Shares have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of PSUs Performance Shares awarded to you as set forth in the Grant Notice, as well as any additional PSUs Performance Shares credited as a result of dividend equivalents, as described in Section 9 below. Each PSU Performance Share represents an unfunded, unsecured right to receive Common Stock, subject to the terms and conditions stated in the Plan and this Grant Agreement. The Confirmed PSUs Performance Shares in your account will be earned in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives are attained, as provided on Exhibit A attached hereto, provided that, except as otherwise stated herein, you are then still employed by the Company or one of its subsidiaries. For the avoidance of doubt, except as otherwise provided in Section 2(b) below or Section 5(c) below, Confirmed PSUs for completed Any Performance Periods shall remain subject to vesting until the conclusion of the Performance Period for Tranche C, subject to your continued employment by the Company or one of its subsidiaries on such date. Any PSUs Shares that fail to vest in accordance with the terms of this Grant Agreement will be forfeited and reconveyed to the Company without further consideration or any act or action by you. b. If your employment with the Company or one of its subsidiaries terminates by reason of your death, Disability or Qualifying Retirement prior to the Date of Vesting, then (i) with respect to completed Performance Period(s), you or, as the case may be, your estate, will earn the Confirmed PSUs for the respective completed Performance Period(s), if any, as of the date of your termination; and (ii) with respect to in-process Performance Periods or Performance Periods that have not yet commenced as of the date of your termination, if any, you or, as the case may be, your estate, will retain such PSUs the Performance Shares and such PSUs the Performance Shares may be earned, in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives are attained, as provided on Exhibit A attached hereto are attainedhereto. c. If your employment terminates for any reason prior to the Date of Vesting other than as described in subsection (b) above or Section (b) belowabove, you will forfeit all right, title and interest in and to the PSUs (including any Confirmed PSUs with respect to completed unvested Performance Periods) Shares as of the date of such termination and such PSUs the unvested Performance Shares will be reconveyed to the Company without further consideration or any act or action by you.

Vesting Termination of Employment. a. The PSUs have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of PSUs awarded to you as set forth in the Grant Notice, as well as any additional PSUs credited as a result of dividend equivalents, as described in Section 9 below. Each PSU represents an unfunded, unsecured right to receive Common StockStock or, in the sole discretion of the Company, a cash payment, subject to the terms and conditions stated in the Plan and this Grant Agreement. The Confirmed PSUs in your account will be earned in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives are attained, as provided on Exhibit A attached hereto, provided that, except as otherwise stated herein, you are then still employed by the Company or one of its subsidiaries. For the avoidance of doubt, except as otherwise provided in Section 2(b) below or Section 5(c) below, Confirmed PSUs for completed Performance Periods shall remain subject to vesting until the conclusion of the Performance Period for Tranche C, subject to your continued employment by the Company or one of its subsidiaries on such date. Any PSUs that fail to vest in accordance with the terms of this Grant Agreement will be forfeited and reconveyed to the Company without further consideration or any act or action by you. b. If your employment with the Company or one of its subsidiaries terminates by reason of your death, Disability or Qualifying Retirement prior to the Date of Vesting, then (i) with respect to completed Performance Period(s), you or, as the case may be, your estate, will earn the Confirmed PSUs for the respective completed Performance Period(s), if any, as of the date of your termination; and (ii) with respect to in-process Performance Periods or Performance Periods that have not yet commenced as of the date of your termination, if any, you or, as the case may be, your estate, will retain such PSUs and such PSUs may be earned, in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives provided on Exhibit A attached hereto are attained. c. If your employment terminates for any reason prior to the Date of Vesting other than as described in subsection (b) above or Section (b) below, you will forfeit all right, title and interest in and to the PSUs (including any Confirmed PSUs with respect to completed Performance Periods) as of the date of such termination and such PSUs will be reconveyed to the Company without further consideration or any act or action by you.

Vesting Termination of Employment. a. The PSUs have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of PSUs awarded to you as set forth in the Grant Notice, as well as any additional PSUs credited as a result of dividend equivalents, as described in Section 9 below. Each PSU Performance Share represents an unfunded, unsecured right to receive Common Stock, subject to the terms and conditions stated in the Plan and this Grant Agreement. The Confirmed PSUs in your account will be earned in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives are attained, as provided on Exhibit A attached hereto, provided that, except as otherwise stated herein, you are then still employed by the Company or one of its subsidiaries. For the avoidance of doubt, except as otherwise provided in Section 2(b) below or Section 5(c) below, Confirmed PSUs for completed Performance Periods shall remain subject to vesting until the conclusion of the Performance Period for Tranche C, subject to your continued employment by the Company or one of its subsidiaries on such date. Any PSUs that fail to vest in accordance with the terms of this Grant Agreement will be forfeited and reconveyed to the Company without further consideration or any act or action by you. b. If your employment with the Company or one of its subsidiaries terminates by reason of your death, Disability or Qualifying Retirement prior to the Date of Vesting, then (i) with respect to completed Performance Period(s), you or, as the case may be, your estate, will earn the Confirmed PSUs for the respective completed Performance Period(s), if any, as of the date of your termination; and (ii) with respect to in-process Performance Periods or Performance Periods that have not yet commenced as of the date of your termination, if any, you or, as the case may be, your estate, will retain such the PSUs and such the PSUs may be earned, in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives are attained, as provided on Exhibit A attached hereto are attainedhereto. c. If your employment terminates for any reason prior to the Date of Vesting other than as described in subsection (b) above or Section (b) belowabove, you will forfeit all right, title and interest in and to the unvested PSUs (including any Confirmed PSUs with respect to completed Performance Periods) as of the date of such termination and such the unvested PSUs will be reconveyed to the Company without further consideration or any act or action by you.

Vesting Termination of Employment. a. The PSUs have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of PSUs Restricted Stock Units awarded to you as set forth in the Grant Notice, as well as any additional PSUs credited as a result of dividend equivalents, as described in Section 9 below. Each PSU represents an unfunded, unsecured right to receive Common Stock, subject to the terms under this Agreement shall vest and conditions stated in the Plan and this Grant Agreement. The Confirmed PSUs in your account will be earned in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives are attained, as provided on Exhibit A attached hereto, provided that, except as otherwise stated herein, you are then still employed by the Company or one of its subsidiaries. For the avoidance of doubt, except as otherwise provided in Section 2(b) below or Section 5(c) below, Confirmed PSUs for completed Performance Periods shall remain subject to vesting until the conclusion of the Performance Period for Tranche C, subject to your continued employment by the Company or one of its subsidiaries on such date. Any PSUs that fail to vest become nonforfeitable in accordance with the terms following: (a) Subject to the following provisions of this Grant Agreement will be Section 2, the Restricted Stock Units awarded hereunder shall vest and become nonforfeitable on the Vesting Date (as defined in Exhibit A), based upon the level of achievement of the performance goals set forth in Exhibit A, unless vested earlier under paragraphs (c) or (d) below, or forfeited and reconveyed to the Company without further consideration earlier under paragraph (b) or any act or action by yousubparagraph (c)(i) below. b. If your (b) Unless the Committee determines otherwise in its sole discretion, if the Participant’s employment with the Company or one of its subsidiaries terminates by for any reason of your other than death, Disability or Qualifying Retirement prior to the Vesting Date, all Restricted Stock Units shall be permanently forfeited on such termination date. (c) If the Participant’s termination of employment occurs prior to the Vesting Date by reason of Vestingdeath, Disability or Retirement, then the Participant’s Restricted Stock Units shall not be forfeited as of such termination date. Instead, the Restricted Stock Units awarded may vest as follows: (i) with respect Upon Retirement and subject to completed Performance Period(s)subparagraph (iii) below, you or, as the case may be, your estate, will earn number of Restricted Stock Units vesting on the Confirmed PSUs for the respective completed Performance Period(s)Vesting Date, if any, as shall be determined in accordance with Exhibit A and, to the extent any Restricted Stock Units become vested on such date, Shares shall be transferred to the Participant (or his or her Beneficiary or estate, if applicable) at the same time Shares are transferred to other Participants who have Restricted Stock Units vesting on such Vesting Date. If the performance goal is not attained by the end of the date of your termination; and Performance Period, the Restricted Stock Units shall be forfeited. (ii) Upon death or Disability and subject to subparagraph (iii) below, the Target Base RSUs set forth in Exhibit A shall become vested on such date and shall be transferred to the Participant (or his or her Beneficiary or estate, if applicable) as soon as practicable after such date. (iii) If the Participant’s termination of employment due to death, Disability, or Retirement occurs on or after the Measurement Date, but prior to the Vesting Date, the Participant shall receive the number of Restricted Stock Units he or she would have received (determined in accordance with Exhibit A) had he or she continued to be employed until the Vesting Date. (d) Unless forfeited earlier under paragraph (b) or subparagraph (c)(i) above, the Target Base RSUs shall vest and become nonforfeitable upon a Change in Control. All Restricted Stock Units shall be forfeited if the Participant’s employment is involuntarily terminated for cause and could also be declared forfeited if the Participant engages in conduct that, in the opinion of the Committee, adversely affects the Company. For purposes of this Agreement, termination for cause means that the Participant (1) has engaged in conduct that constitutes willful gross neglect or willful gross misconduct with respect to in-process Performance Periods or Performance Periods employment duties that have not yet commenced as of the date of your termination, if any, you or, as the case may be, your estate, will retain such PSUs and such PSUs may be earned, results in whole, in part, or not at all, on the Date of Vesting material economic harm to the extent Company, (2) has engaged in conduct that the Performance Objectives provided on Exhibit A attached hereto are attained. c. If your employment terminates for any reason prior constitutes willful failure to perform duties or (3) has been convicted of a felony that is materially injurious to the Date of Vesting other than as described in subsection (b) above or Section (b) below, you will forfeit all right, title and interest in and to the PSUs (including any Confirmed PSUs with respect to completed Performance Periods) as of the date of such termination and such PSUs will be reconveyed to the Company without further consideration or any act or action by youCompany.