Common use of Early Retirement Clause in Contracts

Early Retirement. In the event the Optionee’s active employment or other active service-providing relationship with the Company or Eligible Subsidiary terminates as a result of Early Retirement, and the Date of Grant of this Option precedes the Optionee’s Early Retirement date by at least six (6) months, then the Optionee shall continue to vest in a pro-rata portion of each Tranche (a “Tranche” consisting of all portions of the Option as to which the Time-Based Vesting Criteria are scheduled to be satisfied on the same date) that is unvested as of the date of the Optionee’s Early Retirement, and such Options together with any Options that are vested as of the Optionee’s Early Retirement date shall remain outstanding and (once vested) may be exercised until the fifth anniversary of the Early Retirement date (or if earlier, the Expiration Date of the Option). Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from the Date of Grant to the Early Retirement date, divided by (B) the total number of months in the original time-based vesting schedule of the Tranche (the “Retirement Proration Quotient”), provided that the Retirement Proration Quotient shall never be greater than 1.0. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions of this Section 5, as applicable. “Early Retirement” shall mean the Optionee’s voluntary termination of employment on or after attainment of age fifty-five (55) at a time when the Optionee’s age plus years of service with the Company or an Eligible Subsidiary is greater than or equal to sixty-five (65).

Early Retirement. In If the event the Optionee’s active employment or other active service-providing relationship with Grantee ceases to be employed by the Company or Eligible Subsidiary terminates as a result one of Early Retirementits subsidiaries due to the Grantee’s Normal Retirement and such Normal Retirement occurs more than six months after the Grant Date, the RSRs (and related Dividend Equivalents) subject to the Date of Grant award shall vest in full. Subject to the following provisions of this Option precedes paragraph, RSRs (and related Dividend Equivalents) vesting under this Section shall be paid within 60 days following the OptioneeGrantee’s Separation from Service. However, in the case of a Governmental Service Retirement by the Grantee, payment of the vested RSRs (and related Dividend Equivalents) will be made within 20 days after the Grantee’s Early Retirement date by at least six (6) months, then or Normal Retirement. If the Optionee shall continue to vest in Grantee is a pro-rata portion of each Tranche (a “Tranche” consisting of all portions of the Option as to which the Time-Based Vesting Criteria are scheduled to be satisfied on the same date) that is unvested Key Employee as of the date of the OptioneeGrantee’s Separation from Service, the Grantee shall not be entitled to payment of his or her vested RSRs (and related Dividend Equivalents) pursuant to this Section until the earlier of (and payment shall be made upon or promptly after, and in all events within thirty (30) days after, the first to occur of) (a) the date which is six (6) months and one day after the Grantee’s Separation from Service, or (b) the date of the Grantee’s death. The provisions of the preceding sentence shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. In determining the Grantee’s eligibility for Early or Normal Retirement, service is measured by dividing (a) the number of days the Grantee was employed by the Company or a subsidiary in the period commencing with his or her last date of hire by the Company or a subsidiary through and including the date on which the Grantee is last employed by the Company or a subsidiary, by (b) 365. If the Grantee ceased to be employed by the Company or a subsidiary and was later rehired by the Company or a subsidiary, the Grantee’s service prior to the break in service shall be disregarded in determining service for such purposes; provided that, if the Grantee’s employment with the Company or a subsidiary had terminated due to the Grantee’s Early Retirement, and such Options together with any Options that are vested as of the Optionee’s Early Retirement date shall remain outstanding and (once vested) may be exercised until the fifth anniversary of the Early Retirement date (Normal Retirement, or if earlier, the Expiration Date of the Option). Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from Company or a subsidiary as part of a reduction in force (in each case, other than a termination by the Date Company or a subsidiary for Cause) and, within the two-year period following such termination of Grant to the Early Retirement date, divided by (B) the total number of months in the original time-based vesting schedule of the Tranche employment (the “Retirement Proration Quotientbreak in service”), provided that ) the Retirement Proration Quotient shall never be greater than 1.0. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed Grantee was subsequently rehired by the other provisions of this Section 5Company or a subsidiary, as applicable. “Early Retirement” shall mean then the OptioneeGrantee’s voluntary termination of employment on or after attainment of age fifty-five (55) at a time when the Optionee’s age plus years period of service with the Company or an Eligible Subsidiary a subsidiary prior to and ending with the break in service will be included in determining service for such purposes. In the event the Grantee is greater than employed by a business that is acquired by the Company or equal a subsidiary, the Company shall have discretion to sixty-five (65)determine whether the Grantee’s service prior to the acquisition will be included in determining service for such purposes.

Early Retirement. In If the event the Optionee’s active employment or other active service-providing relationship with Grantee ceases to be employed by the Company or Eligible Subsidiary terminates as a result one of Early Retirementits subsidiaries due to the Grantee’s Normal Retirement and such Normal Retirement occurs more than six months after the Grant Date, the RSRs (and related Dividend Equivalents) subject to the Date of Grant award shall vest in full. Subject to the following provisions of this Option precedes paragraph, RSRs (and related Dividend Equivalents) vesting under this Section shall be paid within 60 days following the OptioneeGrantee’s Separation from Service. However, in the case of a Governmental Service Retirement by the Grantee, payment of the vested RSRs (and related Dividend Equivalents) will be made within 10 days after the Grantee’s Early Retirement date by at least six (6) months, then or Normal Retirement. If the Optionee shall continue to vest in Grantee is a pro-rata portion of each Tranche (a “Tranche” consisting of all portions of the Option as to which the Time-Based Vesting Criteria are scheduled to be satisfied on the same date) that is unvested Key Employee as of the date of the OptioneeGrantee’s Separation from Service, the Grantee shall not be entitled to payment of his or her vested RSRs (and related Dividend Equivalents) pursuant to this Section until the earlier of (and payment shall be made upon or promptly after, and in all events within thirty (30) days after, the first to occur of) (a) the date which is six (6) months and one day after the Grantee’s Separation from Service, or (b) the date of the Grantee’s death. The provisions of the preceding sentence shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. In determining the Grantee’s eligibility for Early or Normal Retirement, service is measured by dividing (a) the number of days the Grantee was employed by the Company or a subsidiary in the period commencing with his or her last date of hire by the Company or a subsidiary through and including the date on which the Grantee is last employed by the Company or a subsidiary, by (b) 365. If the Grantee ceased to be employed by the Company or a subsidiary and was later rehired by the Company or a subsidiary, the Grantee’s service prior to the break in service shall be disregarded in determining service for such purposes; provided that, if the Grantee’s employment with the Company or a subsidiary had terminated due to the Grantee’s Early Retirement, and such Options together with any Options that are vested as of the Optionee’s Early Retirement date shall remain outstanding and (once vested) may be exercised until the fifth anniversary of the Early Retirement date (Normal Retirement, or if earlier, the Expiration Date of the Option). Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from Company or a subsidiary as part of a reduction in force (in each case, other than a termination by the Date Company or a subsidiary for Cause) and, within the two-year period following such termination of Grant to the Early Retirement date, divided by (B) the total number of months in the original time-based vesting schedule of the Tranche employment (the “Retirement Proration Quotientbreak in service”), provided that ) the Retirement Proration Quotient shall never be greater than 1.0. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed Grantee was subsequently rehired by the other provisions of this Section 5Company or a subsidiary, as applicable. “Early Retirement” shall mean then the OptioneeGrantee’s voluntary termination of employment on or after attainment of age fifty-five (55) at a time when the Optionee’s age plus years period of service with the Company or an Eligible Subsidiary a subsidiary prior to and ending with the break in service will be included in determining service for such purposes. In the event the Grantee is greater than employed by a business that is acquired by the Company or equal a subsidiary, the Company shall have discretion to sixty-five (65)determine whether the Grantee’s service prior to the acquisition will be included in determining service for such purposes.

Early Retirement. In If the event the Optionee’s active employment or other active service-providing relationship with Grantee ceases to be employed by the Company or Eligible Subsidiary terminates as a result one of Early Retirementits subsidiaries due to the Grantee’s Normal Retirement and such Normal Retirement occurs more than six months after the Grant Date, the RSRs (and related Dividend Equivalents) subject to the Date of Grant award shall vest in full. Subject to the following provisions of this Option precedes paragraph, RSRs (and related Dividend Equivalents) vesting under this Section shall be paid within 60 days following the OptioneeGrantee’s Separation from Service. However, in the case of a Governmental Service Retirement by the Grantee, payment of the vested RSRs (and related Dividend Equivalents) will be made within 10 days after the Grantee’s Early Retirement date by at least six (6) months, then or Normal Retirement. If the Optionee shall continue to vest in Grantee is a pro-rata portion of each Tranche (a “Tranche” consisting of all portions of the Option as to which the Time-Based Vesting Criteria are scheduled to be satisfied on the same date) that is unvested Key Employee as of the date of the OptioneeGrantee’s Separation from Service, the Grantee shall not be entitled to payment of his or her vested RSRs (and related Dividend Equivalents) pursuant to this Section until the earlier of (and payment shall be made upon or promptly after, and in all events within thirty (30) days after, the first to occur of) (a) the date which is six (6) months and one day after the Grantee’s Separation from Service, or (b) the date of the Grantee’s death. The provisions of the preceding sentence shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. In determining the Grantee’s eligibility for Early or Normal Retirement, service is measured by dividing (a) the number of days the Grantee was employed by the Company or a subsidiary in the period commencing with his or her last date of hire by the Company or a subsidiary through and including the date on which the Grantee is last employed by the Company or a subsidiary, by (b) 365. Notwithstanding the foregoing, if the Grantee ceased to be employed by the Company or a subsidiary and was later rehired by the Company or a subsidiary, the Grantee’s service prior to the break in service shall be disregarded in determining service for such purposes; provided that, if the Grantee’s previous employment with the Company or a subsidiary had terminated due to the Grantee’s Early Retirement, and such Options together with any Options that are vested as of the Optionee’s Early Retirement date shall remain outstanding and (once vested) may be exercised until the fifth anniversary of the Early Retirement date (Normal Retirement, or if earlier, the Expiration Date of the Option). Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from Company or a subsidiary as part of a reduction in force as determined at the Date Company’s sole discretion (in each case, other than a termination by the Company or a subsidiary for Cause) and, within the two-year period following such termination of Grant to the Early Retirement date, divided by (B) the total number of months in the original time-based vesting schedule of the Tranche employment (the “Retirement Proration Quotientbreak in service”), provided that ) the Retirement Proration Quotient shall never be greater than 1.0. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed Grantee was subsequently rehired by the other provisions of this Section 5Company or a subsidiary, as applicable. “Early Retirement” shall mean then the OptioneeGrantee’s voluntary termination of employment on or after attainment of age fifty-five (55) at a time when the Optionee’s age plus years period of service with the Company or an Eligible Subsidiary a subsidiary prior to and ending with the break in service will be included in determining service for such purposes. In the event the Grantee is greater than employed by a business that is acquired by the Company or equal a subsidiary, the Company shall have discretion to sixty-five (65)determine whether the Grantee’s service prior to the acquisition will be included in determining service for such purposes.

Early Retirement. (i) In the event the Optionee’s active Participant voluntarily terminates his or her employment or other active service-providing relationship with the Company or an Eligible Subsidiary terminates as a result and the Committee determines that the cessation of Participant’s employment constitutes Early Retirement, and the Date of Grant of this Option precedes the Optionee’s Early Retirement date by at least six (6i) months, then the Optionee shall continue to vest in a pro-rata portion of each Tranche (a “Tranche” consisting of all portions of the Option as to which the Time-Based Vesting Criteria are applicable to any portion of any RSUs scheduled to be satisfied on vest during the same datefive (5) that is unvested as of year period following the date of the Optionee’s Early Retirement, and such Options together with any Options that are vested as of the OptioneeParticipant’s Early Retirement date shall be deemed 100% satisfied; (ii) any portion of such RSUs subject to Time-Based Vesting Criteria not scheduled to vest until after the fifth anniversary of the Participant’s Early Retirement shall be immediately forfeited without consideration; and (iii) if the Participant holds RSUs described in (i) above that remain subject to any Performance Objective, the RSUs shall remain outstanding and (once vested) may be exercised until for up to the fifth anniversary of the Early Retirement date (or if earlier, up to the Expiration Date of the OptionRSUs) to determine whether such conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within such period, the RSUs shall become fully vested). Such pro-rata portion The Participant acknowledges and agrees that the grant of each Tranche Early Retirement treatment is in the sole and absolute discretion of the Committee and that shall continue vesting shall be determined by multiplying the Committee in its sole and absolute discretion may grant Early Retirement treatment with respect to all, a specified portion, or none of the Participant’s RSUs. (1ii) Notwithstanding anything to the total number contrary set forth in the Plan, if the Participant is employed in the European Economic Area as of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from the Date of Grant to the Early Retirement dateGrant, divided by (B) the total number of months in the original time-based vesting schedule of the Tranche (the “Retirement Proration Quotient”), provided that the Retirement Proration Quotient shall never be greater than 1.0. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions RSUs awarded pursuant to this Agreement, the definition of this Section 5, as applicable. “Early Retirement” for purposes of the Plan and this Agreement shall mean be modified to read as follows: “’Early Retirement’ means an employee voluntarily ceases to be an Employee and the Optionee’s voluntary Committee determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment on or after attainment of age fifty-five (55) at a time when is an Early Retirement, the Optionee’s age plus years of service with Committee need not consider the definition under any other Company or an Eligible Subsidiary is greater than or equal to sixty-five (65)benefit plan.”

Early Retirement. In the event the Optionee’s active employment (or other active service-providing relationship relationship) with the Company or an Eligible Subsidiary terminates as a result by reason of the Optionee’s Early Retirement, and the Date of Grant of this the Option precedes the Optionee’s Early Retirement date by at least six (6) months, then with respect to Options that are unvested as of the Optionee shall continue to vest in Early Retirement date, a pro-rata portion of each Tranche such Options (a “Tranche” consisting i.e. based on the ratio of all portions (x) the number of full or partial months worked by the Option as Optionee from the Date of Grant to which the Early Retirement date to (y) the total number of months in the Time-Based Vesting Criteria are scheduled to be satisfied on the same date) that is unvested as of the date of the Optionee’s Early Retirement, Options) will continue to vest and such Options together with any Options that are vested as of the Optionee’s Early Retirement date shall remain outstanding and (once vested, if at all, based on the Performance-Based Vesting Criteria) may be exercised until the fifth anniversary of the Early Retirement date (or if earlier, the Expiration Date of the Option). Such proNotwithstanding the foregoing, as set forth in Addendum A, the Performance-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) Based Vesting Date may occur after the total number of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from the Date of Grant to the Optionee’s Early Retirement date, divided by (B) and the total number Options may vest after such Early Retirement date based on achievement of months the Performance-Based Vesting Criteria prior to the earlier of the Expiration Date of the Option or the end of the post-termination exercise period provided in the original time-based vesting schedule preceding sentence of the Tranche (the “Retirement Proration Quotient”this Section 5(e), provided that the Retirement Proration Quotient shall never be greater than 1.0. If the Date of Grant of this the Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions of this Section 5, as applicable. “Early Retirement” shall mean the Optionee’s voluntary termination of employment on or after attainment of age fifty-five (55) at a time when the Optionee’s age plus years of service with the Company or an Eligible Subsidiary is greater than or equal to sixty-five (65).

Early Retirement. In Should the event the Optionee’s active employment or other active service-providing relationship with the Company or Eligible Subsidiary terminates as a result of Early Retirement, and the Date of Grant of this Option precedes the Optionee’s Executive elect Early Retirement date or be discharged by the Bank subsequent to the Early Retirement Date [Subparagraph I (D)], the Executive shall be entitled to receive the balance in the Pre-Retirement Account paid in, at least six the election of the Executive, either seven (67) monthsor fifteen (15) equal annual installments commencing thirty (30) days following the Executive’s early retirement. If the Executive shall not make said election, then the Optionee Executive shall receive the payments in fifteen (15) equal annual installments as set forth herein. The Executive may, at any time prior to receiving the total balance in the Pre-Retirement Account, change said election to receive payments from seven (7) to fifteen (15) or from fifteen (15) to seven (7). At such time that the change is made, the number of payments that the Executive has received shall be subtracted from the number of payments that the Executive elects to receive and the balance that remains due in the Pre-Retirement Account shall be divided equally and paid in the number of remaining payments. For example, if the Executive initially elects to receive his payments in fifteen (15) annual installments and after he has received two (2) such payments he elects to receive his payments in seven (7) annual installments, then the Executive shall receive the remaining balance in the Pre-Retirement Account at the time of said change in election in five (5) equal annual installments. If, however, the Executive initially elects to receive seven (7) annual installments and, after receiving two (2) payments he changes his election to fifteen (15) annual installments, then the Executive would receive the remaining balance in the Pre-Retirement Account in thirteen (13) annual installments. In addition to these payments and commencing in conjunction therewith, the Index Retirement Benefit for each Plan Year subsequent to the year in which the Executive retires early, and including the remaining portion of the Plan Year in which the Executive retires early, shall be paid to the Executive until the Executive’s death. Notwithstanding the foregoing, the total amount of said benefit (i.e. the Pre-Retirement Account and the Index Retirement Benefit combined, or the Index Retirement Benefit alone after the Pre-Retirement Account Benefit expires) to be received by the Executive in the first fifteen (15) years of receipt of said benefit shall be a guaranteed minimum of One Hundred Fifty Thousand Dollars and NO/100 ($150,000.00). After the Executive has received fifteen (15) annual benefit payments as set forth herein, then there shall not be any minimum guaranteed benefit and the Executive shall continue to vest receive only those benefits set forth hereinabove. In the first fifteen (15) years of payments, for purposes of calculating the amount of benefit received, it shall be assumed that the Executive has elected to receive the Pre-Retirement Account in a pro-rata portion of each Tranche fifteen (a “Tranche” consisting of all portions 15) equal annual installments and said minimum benefit provided hereunder shall be paid accordingly. An illustration of the Option as to which the Time-Based Vesting Criteria are scheduled to be satisfied on the same date) that is unvested as of the date of the Optionee’s Early Retirement, and such Options together with any Options that are vested as of the Optionee’s Early Retirement date shall remain outstanding and (once vested) may be exercised until the fifth anniversary calculation of the Early Retirement date (or if earlierBenefits as set forth herein is attached hereto and marked as Exhibit “A”. Except for the $150,000.00 minimum benefit set forth hereinabove, the Expiration Date numbers referred to in said Exhibit A are not actual nor representative of the Option). Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from the Date of Grant to the any Early Retirement date, divided by (B) the total number of months in the original time-based vesting schedule of the Tranche (the “Retirement Proration Quotient”), provided Benefits that the Retirement Proration Quotient shall never may be greater than 1.0actually calculated per this Executive Agreement. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions of this Section 5, as applicable. “Early Retirement” shall mean the Optionee’s voluntary termination of employment on or after attainment of age fifty-five (55) at a time when the Optionee’s age plus years of service with the Company or an Eligible Subsidiary Exhibit A is greater than or equal to sixty-five (65)attached hereto merely for illustrative purposes.

Early Retirement. In A. An employee shall be eligible for early retirement if: 1. On June 30, final work day of the event year, the Optionee’s active employment employee will be at least 55 years of age; and 2. As of the end of the year preceding early retirement the employee has completed the equivalent of at least 12 years of full-time service at Amherst; and 3. On or other active servicebefore January 1 of the year preceding early retirement, the employee submits request to the board to be considered for early retirement. B. The board shall consider all requests for early retirement and shall grant up to three (3) such requests per year. If the board receives more than three (3) requests for early retirement to commence in any given year, it shall determine those who receive early retirement as follows: 1. First by age of the eligible employees as of June 30 of the last service year, the older employee being given preference; 2. Should there be a tie, next by length of full-providing relationship with time service at Amherst. The Board, at its discretion, may approve additional applicants beyond the Company number provided above, and/or extend the deadline for application beyond the date above. C. The Board shall postmark notification to applicants whether or Eligible Subsidiary terminates not early retirement has been granted by April 15 of the year preceding early retirement. Each applicant shall have twenty-five (25) school days from the date notification is received to accept early retirement and submit a signed statement of retirement to the superintendent of schools. A statement of retirement shall be treated as a result of Early Retirementvoluntary termination and the employee shall have no right to continue working in the district after that date. However, the employee may apply to be reinstated, and the Date board shall grant reinstatement if that request is forwarded to the board by January 1st of Grant the retiring year, provided the employee includes as part of such application a signed, dated agreement and authorization for the district to deduct from salary the full amount paid to the employee under section E.1 of this Option precedes Article. D. Eligible employees requesting but not receiving early retirement shall be given first consideration in the Optionee’s Early Retirement date next year in accordance with the criteria in section B above. An employee who applies for and is granted early retirement, but decides not to take it, shall not receive preferential consideration in the next year. E. The early retirement shall include: 1. A single cash payment of $3,000 by at least six (6) months, then the Optionee shall continue to vest in a pro-rata portion of each Tranche (a “Tranche” consisting of all portions end of the Option school year preceding early retirement 2. An additional amount in salary during the final year of service as to which follows: Age on July 1 of Final Year of Service Salary Benefit At least 55 $5000 3. A retirement payment in the Time-Based Vesting Criteria are scheduled amount of $1000 each year for five (5) years following retirement; said $1000 to be satisfied on the same date) that is unvested as of the date of the Optionee’s Early Retirement, and such Options together with any Options that are vested as of the Optionee’s Early Retirement date shall remain outstanding and (once vested) may be exercised until the fifth anniversary of the Early Retirement date (or if earlier, the Expiration Date of the Option). Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from the Date of Grant paid to the Early Retirement date, divided by retired employee or named beneficiary no later than thirty (B30) days after the total number of months in the original time-based vesting schedule of the Tranche (the “Retirement Proration Quotient”), provided that the Retirement Proration Quotient shall never be greater than 1.0. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions of this Section 5, as applicable. “Early Retirement” shall mean the Optionee’s voluntary termination of employment on or after attainment of age fifty-five (55) at district receives a time when the Optionee’s age plus years of service with the Company or an Eligible Subsidiary is greater than or equal to sixty-five (65)request for payment.

Early Retirement. (i) In the event the Optionee’s active Participant voluntarily terminates his or her employment or other active service-providing relationship with the Company or an Eligible Subsidiary terminates as a result and the Committee determines that the cessation of Participant’s employment constitutes Early Retirement, and the Date of Grant of this Option precedes the Optionee’s Early Retirement date by at least six (6i) months, then the Optionee shall continue to vest in a pro-rata portion of each Tranche (a “Tranche” consisting of all portions of the Option as to which the Time-Based Vesting Criteria are applicable to any portion of any RSUs scheduled to be satisfied on vest during the same datefive (5) that is unvested as of year period following the date of the Optionee’s Early Retirement, and such Options together with any Options that are vested as of the OptioneeParticipant’s Early Retirement date shall be deemed 100% satisfied; (ii) any portion of such RSUs subject to Time-Based Vesting Criteria not scheduled to vest until after the fifth anniversary of the Participant’s Early Retirement shall be immediately forfeited without consideration; and (iii) if the Participant holds RSUs described in (i) above that remain subject to any Performance Objective, the RSUs shall remain outstanding and (once vested) may be exercised until for up to the fifth anniversary of the Early Retirement date (or if earlier, up to the Expiration Date of the OptionRSUs) to determine whether such conditions become satisfied (and if the Committee determines that the Performance Objectives are satisfied within such period, the RSUs shall become fully vested). Such pro-rata portion The Participant acknowledges and agrees that the grant of each Tranche Early Retirement treatment is in the sole and absolute discretion of the Committee and that shall continue vesting shall be determined by multiplying the Committee in its sole and absolute discretion may grant Early Retirement treatment with respect to all, a specified portion, or none of the Participant’s RSUs. (1ii) Notwithstanding anything to the total number contrary set forth in the Plan, if the Participant is employed in the European Economic Area as of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from the Date of Grant to the Early Retirement dateGrant, divided by (B) the total number of months in the original time-based vesting schedule of the Tranche (the “Retirement Proration Quotient”), provided that the Retirement Proration Quotient shall never be greater than 1.0. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions RSUs awarded pursuant to this Agreement, the definition of this Section 5, as applicable. “Early Retirement” for purposes of the Plan and this Agreement shall mean be modified to read as follows: “Early Retirement’ means an employee voluntarily ceases to be an Employee and the Optionee’s voluntary Committee determines that the cessation constitutes Retirement for purposes of this Plan. In deciding whether a termination of employment on or after attainment of age fifty-five (55) at a time when is an Early Retirement, the Optionee’s age plus years of service with Committee need not consider the definition under any other Company or an Eligible Subsidiary is greater than or equal to sixty-five (65)benefit plan.”

Early Retirement. Executive may terminate this Agreement by electing early retirement at any time by giving at least 60 calendar days' written notice of his intention to retire to Company's Chairman, which Company may accept immediately. In the event the Optionee’s active employment of Executive's early retirement, Company will have no further obligations or other active service-providing relationship with the liability hereunder to Executive, except Company or Eligible Subsidiary terminates as a result of Early Retirementshall pay Executive any base salary earned, and declared but unpaid bonuses, and any rights or benefits that have vested, including: (a) the Date Retirement Benefit; (b) the LTI Account; (c) restricted stock unit awards that have not been paid by delivery of Grant stock prior to the termination of this Option precedes the Optionee’s Early Retirement date Executive's employment by at least six (6) months, then the Optionee reason of retirement shall continue to vest in a be paid, without pro-rata portion ration, by delivery of each Tranche (a “Tranche” consisting of all portions stock in the same manner on the anniversary of the Option as to which the Time-Based Vesting Criteria are scheduled to be satisfied grant on the same dateschedule as if Executive's employment had not terminated; (d) long-term performance restricted stock unit awards that is unvested as have not been paid by delivery of stock prior to the date termination of the Optionee’s Early RetirementExecutive's employment by reason of retirement shall continue to vest, without pro-ration, and such Options together with any Options be paid on the same schedule as if Executive's employment had not terminated by delivery of stock in the same manner upon vesting, to the extent that the performance goals established at the time of grant are met, even though Executive was not employed for the entire applicable performance period; and (e) stock options shall remain exercisable until the earlier of (i) the expiration date set forth in the stock option award agreement, or (ii) (A) for options that are vested as of the Optionee’s Early Retirement date shall remain outstanding termination of Executive's employment, for one year after the termination of employment and (once vested) may be exercised until the fifth anniversary of the Early Retirement date (or if earlier, the Expiration Date of the Option). Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from the Date of Grant to the Early Retirement date, divided by (B) the total number of months in the original time-based vesting schedule for options that are not vested as of the Tranche (termination of Executive's employment, for one year after the “Retirement Proration Quotient”)vesting date when such options first become exercisable. Provided, provided however, that notwithstanding the Retirement Proration Quotient forgoing and anything in this Agreement to the contrary, all restricted stock unit awards, long-term performance restricted stock unit awards, and stock option awards that were made or granted within six months prior to Executive's retirement shall terminate and shall never be greater than 1.0. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions of this Section 5, as applicable. “Early Retirement” shall mean the Optionee’s voluntary termination of employment on vest or after attainment of age fifty-five (55) at a time when the Optionee’s age plus years of service with the Company or an Eligible Subsidiary is greater than or equal to sixty-five (65)become exercisable.

Early Retirement. In the event the Optionee’s active employment or other active service-providing relationship with the Company or Eligible Subsidiary terminates as a result of Early Retirement, and the Date of Grant of this Option precedes the Optionee’s Early Retirement date by at least six (6) months, then the Optionee shall continue to vest in a pro-rata portion of each Tranche (a “Tranche” consisting of all portions of the Option as to which the Time-Based Vesting Criteria are scheduled to be satisfied on the same date) that is unvested as of the date of the Optionee’s Early Retirement, and such Options together with any Options that are vested as of the Optionee’s Early Retirement date shall remain outstanding and (once vested) may be exercised until the fifth anniversary of the Early Retirement date (or if earlier, the Expiration Date of the Option). Such pro-rata portion of each Tranche that shall continue vesting shall be determined by multiplying (1) the total number of Options in such Tranche by (2) the quotient of (A) the number of full or partial months worked by the Optionee from the Date of Grant to the Early Retirement date, divided by (B) the total number of months in the original time-based vesting schedule of the Tranche (the “Retirement Proration Quotient”), provided that the Retirement Proration Quotient Quoitent shall never be greater than 1.0. If the Date of Grant of this Option does not precede the Optionee’s Early Retirement date by at least six (6) months, the post-termination exercise period with respect to such Option shall be governed by the other provisions of this Section 5, as applicable. “Early Retirement” shall mean the Optionee’s voluntary termination of employment on or after attainment of age fifty-five (55) at a time when the Optionee’s age plus years of service with the Company or an Eligible Subsidiary is greater than or equal to sixty-five (65).be