Common use of Approved Retirement Clause in Contracts

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Compensation Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 4 hereof (notwithstanding such Approved Retirement) until the third anniversary of the date of such Approved Retirement of all or part of the unvested PRSUs relating to the Final Award on such date, in which case Recipient’s right to the unvested PRSUs relating to the Final Award and the Shares issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Shares shall be issued and the unvested Performance Restricted Stock Units shall be cancelled at the time of such Approved Retirement. Notwithstanding the foregoing, no continued vesting shall occur, no Shares shall be issued and all of Recipient’s rights to the unvested PRSUs relating to the Final Award and related Shares issuable thereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 11 of this Agreement. If and to the extent the Compensation Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection 5(b)(iii) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Compensation Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 4 3 hereof (notwithstanding such Approved Retirement) until the third anniversary of the date of such Approved Retirement of all or part of the unvested PRSUs relating to the Final Award Restricted Stock Units on such date, in which case Recipient’s right to the unvested PRSUs relating to the Final Award Restricted Stock Units and the Shares Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Shares Stock shall be issued and the unvested Performance Restricted Stock Units shall be cancelled at the time of such Approved Retirement. Notwithstanding the foregoing, no continued vesting shall occur, no Shares Stock shall be issued and all of Recipient’s rights to the unvested PRSUs relating to the Final Award Restricted Stock Units and related Shares Stock issuable thereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 11 10 of this Agreement. If and to the extent the Compensation Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection 5(b)(iii(c) above shall instead apply.

Approved Retirement. In the event of the Recipient’s Approved Retirement, the Compensation Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting in accordance with Section 4 3 hereof (notwithstanding such Approved Retirement) until the third anniversary of the date of such Approved Retirement of all or part of the unvested PRSUs relating to the Final Award Restricted Stock Units on such date, in which case Recipient’s right to the unvested PRSUs relating to the Final Award Restricted Stock Units and the Shares Stock issuable thereunder that would not vest upon or prior to such anniversary shall be forfeited, no Shares Stock shall be issued and the unvested Performance Restricted Stock Units shall be cancelled at the time of such Approved Retirement. Notwithstanding the foregoing, no continued vesting shall occur, no Shares Stock shall be issued and all of Recipient’s rights to the unvested PRSUs relating to the Final Award Restricted Stock Units and related Shares Stock issuable thereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (a “Release and Waiver”) (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date (or if earlier, the deadline established in the form of Release and Waiver delivered by the Company to Recipient for execution) and (ii) the Recipient shall have complied with the covenants set forth in Section 11 10 of this Agreement. If and to the extent the Compensation Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection 5(b)(iii(c) above shall instead apply.. Exhibit 10.62

Approved Retirement. In the event of the RecipientOptionee’s Approved Retirement, the Compensation Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting of the Option in accordance with the annual vesting schedule specified in Section 4 hereof (notwithstanding such Approved Retirement) and the extended exercisability of the vested Option Shares until the third earlier of (i) the three (3) year anniversary of the date on which the Option becomes fully vested, and (ii) the three (3) year anniversary of the date of such Retirement (an “Approved Retirement”); provided, that in the event the date of the Optionee’s Approved Retirement of all or part occurs prior to the end of the unvested PRSUs relating twelve (12) month period immediately following the Grant Date, the number of Option Shares otherwise subject to the Final Award Option shall be pro-rated downward based on the actual number of calendar months that elapsed during such date, in which case Recipient’s right to the unvested PRSUs relating to the Final Award and the Shares issuable thereunder that would not vest upon or twelve (12) month period prior to such anniversary Approved Retirement (and, for the avoidance of doubt, no pro-ration shall be forfeited, no made in the event of an Approved Retirement to the Option Shares shall be issued and awarded more than twelve (12) months prior to the unvested Performance Restricted Stock Units shall be cancelled at date of the time of such Approved Retirement). Notwithstanding the foregoing, no continued vesting shall occur, no Shares Stock shall be issued and all of RecipientOptionee’s rights to the unvested PRSUs relating to Option and the Final Award and related Option Shares issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (Optionee in a “Release and Waiver”) form reasonably acceptable to the Company (and said Release and Waiver release shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date date on which all of the Option Shares become vested Option Shares (or if earlier, earlier the deadline established in the form of Release and Waiver release delivered by the Company to Recipient Optionee for execution) and (ii) the Recipient Optionee shall have complied with the covenants set forth in Section 11 10 of this Agreement. If and to the extent the Compensation Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection 5(b)(iii(a) above shall instead apply.

Approved Retirement. In the event of the RecipientOptionee’s Approved Retirement, the Compensation Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting of the Option in accordance with the annual vesting schedule specified in Section 4 hereof (notwithstanding such Approved Retirement) and the extended exercisability of the vested Option Shares until the third earlier of (i) the three (3) year anniversary of the date on which the Option becomes fully vested, and (ii) the three (3) year anniversary of the date of such Retirement (an “Approved Retirement”); provided, that in the event the date of the Optionee’s Approved Retirement occurs prior to January 1, 2017, the number of all or part of the unvested PRSUs relating Option Shares otherwise subject to the Final Award Option shall be pro-rated downward based on such date, in which case Recipient’s right to the unvested PRSUs relating to actual number of calendar months that elapsed since the Final Award and the Shares issuable thereunder that would not vest upon or Grant Date prior to such anniversary Approved Retirement (and, for the avoidance of doubt, in the event of an Approved Retirement no pro-ration shall be forfeitedmade to the Option Shares if the Approved Retirement is effective on or after January 1, no Shares shall be issued and the unvested Performance Restricted Stock Units shall be cancelled at the time of such Approved Retirement2017). Notwithstanding the foregoing, no continued vesting shall occur, no Shares Stock shall be issued and all of RecipientOptionee’s rights to the unvested PRSUs relating to Option and the Final Award and related Option Shares issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (a “Release and Waiver”) Waiver (and said Release and Waiver shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting anniversary of the Grant Date (or if earlier, earlier the deadline established in the form of Release and Waiver release delivered by the Company to Recipient Optionee for execution) and (ii) the Recipient Optionee shall have complied with the covenants set forth in Section 11 10 of this Agreement. If and to the extent the Compensation Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection 5(b)(iii(a) above shall instead apply.

Approved Retirement. In the event of the RecipientOptionee’s Approved Retirement, the Compensation Committee (or any person delegated authority to act on its behalf in respect of the matter) may at its discretion consent to the continued vesting of the Option in accordance with the annual vesting schedule specified in Section 4 hereof (notwithstanding such Approved Retirement) and the extended exercisability of the vested Option Shares until the third earlier of (i) the three (3) year anniversary of the date on which the Option becomes fully vested, and (ii) the three (3) year anniversary of the date of such Retirement (an “Approved Retirement”); provided, that in the event the date of the Optionee’s Approved Retirement of all or part occurs prior to the end of the unvested PRSUs relating twelve (12) month period immediately following the Grant Date, the number of Option Shares otherwise subject to the Final Award Option shall be pro-rated downward based on the actual number of calendar months that elapsed during such date, in which case Recipient’s right to the unvested PRSUs relating to the Final Award and the Shares issuable thereunder that would not vest upon or twelve (12) month period prior to such anniversary Approved Retirement (and, for the avoidance of doubt, in the event of an Approved Retirement no pro-ration shall be forfeited, no made to the Option Shares shall be issued and awarded more than twelve (12) months prior to the unvested Performance Restricted Stock Units shall be cancelled at date of the time of such Approved Retirement). Notwithstanding the foregoing, no continued vesting shall occur, no Shares Stock shall be issued and all of RecipientOptionee’s rights to the unvested PRSUs relating to Option and the Final Award and related Option Shares issuable thereunder hereunder shall be forfeited, expire and terminate at the time of such Approved Retirement unless (i) the Company shall have received a release of all claims from the Recipient (Optionee in a “Release and Waiver”) form reasonably acceptable to the Company (and said Release and Waiver release shall have become irrevocable in accordance with its terms) prior to the next applicable Vesting Date date on which all of the Option Shares become vested Option Shares (or if earlier, earlier the deadline established in the form of Release and Waiver release delivered by the Company to Recipient Optionee for execution) and (ii) the Recipient Optionee shall have complied with the covenants set forth in Section 11 10 of this Agreement. If and to the extent the Compensation Committee shall for any reason decline to consent to continued vesting on the Recipient’s Approved Retirement, then the provisions of subsection 5(b)(iii(a) above shall instead apply.