Common use of Age 65 Clause in Contracts

Age 65. Notwithstanding anything to the contrary set forth in the Plan, if the Optionee is employed in the European Economic Area as of the Date of Grant (“EU Optionee”), (1) the Plan provisions providing that options held by an optionee upon retirement after age 65 will remain outstanding and continue to vest and be exercisable until the earlier of the fifth anniversary of retirement or the expiration of the award shall not apply to any of the Options awarded pursuant to this Agreement, and (2) with respect to the Options awarded pursuant to this Agreement, the definition of “Early Retirement” for purposes of the Plan and this Agreement shall be modified to read as follows: “’Early Retirement’ means an employee voluntarily ceases to be an Employee and the Committee determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Committee need not consider the definition under any other Company benefit plan.” For the avoidance of doubt, the attainment of age 65 by an EU Optionee shall confer no rights or benefits with respect to the Options awarded pursuant to this Agreement, and Section 5(e) of this Agreement shall not apply to Options granted under this Agreement to an EU Optionee. The parties to this Agreement expressly acknowledge that this Section 2(c) supersedes any conflicting provisions in the Plan.

Age 65. Notwithstanding anything to the contrary set forth in the Plan, if the Optionee is employed in the European Economic Area as of the Date of Grant (“EU Optionee”), (1) the Plan provisions providing that options held by an optionee upon retirement after age 65 will remain outstanding and continue to vest and be exercisable until the earlier of the fifth anniversary of retirement or the expiration of the award shall not apply to any of the Options awarded pursuant to this Agreement, and (2) with respect to the Options awarded pursuant to this Agreement, the definition of “Early Retirement” for purposes of the Plan and this Agreement shall be modified to read as follows: “’Early Retirement’ means an employee voluntarily ceases to be an Employee and the Committee determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Committee need not consider the definition under any other Company benefit plan.” For the avoidance of doubt, the attainment of age 65 by an EU Optionee shall confer no rights or benefits with respect to the Options awarded pursuant to this Agreement, and Section 5(e) of this Agreement shall not apply to Options granted under this Agreement to an EU Optionee. The parties to this Agreement expressly acknowledge that this Section 2(c) supersedes any conflicting provisions in the Plan.

Age 65. Notwithstanding anything to the contrary set forth in the Plan, if the Optionee is employed in the European Economic Area as of the Date of Grant (“EU Optionee”), (1) none of the Plan provisions providing (i) for the acceleration of vesting upon an optionee’s attainment of age 65, or (ii) that options held by an optionee upon retirement after age 65 will remain outstanding and continue to vest and be exercisable until the earlier of the fifth anniversary of retirement or the expiration of the award award, shall not apply to any of the Options awarded pursuant to this Agreement, and (2) with respect to the Options awarded pursuant to this Agreement, the definition of “Early Retirement” for purposes of the Plan and this Agreement shall be modified to read as follows: “’‘Early Retirement’ means an employee voluntarily ceases to be an Employee and the Committee Administrator determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment is an Early Retirement, the Committee Administrator need not consider the definition under any other Company benefit plan.” For the avoidance of doubt, the any EU Optionee’s attainment of age 65 by an EU Optionee shall confer no rights or benefits with respect to the Options awarded pursuant to this Agreement, and Section 5(e) of this Agreement shall not apply to Options granted under this Agreement to an EU Optionee. The parties to this Agreement expressly acknowledge that this Section 2(c) supersedes any conflicting provisions in the Plan.