Common use of Vesting Upon Retirement Clause in Contracts

Vesting Upon Retirement. Notwithstanding Section 3(a) above, if Xxxxxxx’s Continuous Service ceases due to Grantee’s Retirement (as defined in Section 4(c)(iv) below), then a Pro-Rata Portion (as defined in Section 4(c)(iii) below) of the Restricted Stock Units shall become vested effective as of the last day of the Measurement Period, subject to and based upon achievement of the Performance Criteria as set forth in Exhibit A; provided, however, that no vesting shall occur hereunder unless the Grantee complies with the provisions of Section 7 below throughout the remaining period until the Vesting Date. Promptly following the date of the Committee’s final determination of the achievement of the Performance Criteria, the Company shall deliver to the Grantee one share for each Restricted Stock Unit in which Grantee becomes entitled as described herein and such Restricted Stock Unit shall terminate.

Vesting Upon Retirement. Notwithstanding Section 3(a) above, if Xxxxxxx’s Continuous Service ceases due to Grantee’s Retirement (as defined in Section 4(c)(iv4(c)(v) below), then a Pro-Rata Portion (as defined in Section 4(c)(iii4(c)(iv) below) of the Restricted Stock Units shall become vested effective as of the last day of the Measurement Performance Period, subject to and based upon achievement of the Performance Criteria as set forth in Exhibit A; provided, however, that no vesting shall occur hereunder unless the Grantee complies with the provisions of Section 7 below throughout the remaining period until of the Vesting DatePerformance Period. Promptly following the date of the Committee’s final determination of the achievement of the Performance Criteria, the Company shall deliver to the Grantee one share for each Restricted Stock Unit in which Grantee becomes entitled as described herein and such Restricted Stock Unit shall terminate.