Common use of Effect of Certain Terminations of Employment Clause in Contracts

Effect of Certain Terminations of Employment. (a) If your employment terminates as a result of your death or Disability, in each case if such termination occurs on or after the Date of Grant, the target number of Shares of Performance Based Restricted Stock (as set forth in Exhibit A) which have not become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions thereon shall lapse as of the date of such termination. (b) If your employment is terminated by your employer for any reason other than for Cause (but excluding, for purposes of clarity, any resignation of employment by you for any reason)(any such termination by your employer for any reason other than for Cause, an “Employer Without Cause Termination”) prior to the first anniversary of the Date of Grant, the Award shall be forfeited and cancelled in its entirety as of the effective date of your termination. (c) In the event of your Employer Without Cause Termination on or after the first anniversary of the Date of Grant but prior to the third anniversary of the Date of Grant, then the Restricted Period shall not end and your Award shall continue but only to the extent of the Prorated Award (as defined below) until such time as the Committee determines the extent to which the Performance Objectives set forth in Exhibit A have been attained, and to the extent attained, the Restricted Period as to the Prorated Award shall expire as provided in Section 3(a) above based on such level of attainment, without regard to Section 3(b); provided, however, that in the event that any Change in Control occurs following any such Employer Without Cause Termination but prior to the third anniversary of the Date of Grant, the Prorated Award will vest immediately prior to such Change in Control assuming achievement of such Performance Objectives at a 100% level, and there will not be any subsequent determination regarding the extent to which such Performance Objectives have been attained. Any portion of your Award in excess of the Prorated Award shall be forfeited and cancelled on the effective date of your termination. If the minimum Performance Objectives are not attained, the Award shall be forfeited and cancelled in its entirety. The “Prorated Award” shall be calculated as follows: (i) the target number of Shares of Performance Based Restricted Stock originally granted pursuant to this Award multiplied by (ii) the number of full calendar months completed during the Performance Period (as defined in Exhibit A) as of the effective date of your termination divided by thirty-six (36) and (iii) rounded to the nearest whole number of Shares of Performance Based Restricted Stock. For purposes of this Section 4(c), all references in Exhibit A to “the target number of Shares of PBRS granted hereunder” shall be deemed to refer to the target number of Shares of PBRS originally granted as adjusted pursuant to the Prorated Award calculation set forth in the immediately preceding sentence above.

Effect of Certain Terminations of Employment. (a) If your the Grantee’s employment terminates as a result of your death (a) the Grantee’s death, (b) the Grantee’s Retirement, (c) the Grantee’s becoming Disabled, or Disability, in each case if such (d) the Grantee’s termination occurs by the Company (or by the Employee following a Constructive Discharge) without Cause on or after the Date of Grantbefore , the target number of Shares of Performance Based Restricted 20 (“Early Termination Without Cause”), all Stock (as set forth in Exhibit A) Units which have not become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions thereon shall lapse vest as of the date of such termination.. For purposes of this Section 4, Constructive Discharge shall mean the occurrence of any of the following events without the Grantee’s express written consent: (bi) If your A change in the Grantee’s status, title, position or responsibilities (including reporting responsibilities) which, in the Grantee’s reasonable judgment, does not represent a promotion from the positions of Chief Executive Officer and President (except a change to the position of Executive Vice President and Chief Financial Officer or another executive position reporting directly to the Chief Executive Officer) or Executive Vice President and Chief Financial Officer or another executive position reporting directly to the Chief Executive Officer; the assignment to the Grantee of any duties or responsibilities which, in the Grantee’s reasonable judgment, are inconsistent with such status, title, position or responsibilities; or any removal of the Grantee from, or failure to reappoint or reelect her to, any of such positions, except in connection with the termination of her employment is terminated for Disability, Cause, as a result of her death or by your employer the Grantee for any reason reasons other than for Cause those specified in Sections 4(i) to (but excludingiv) of this Agreement; (ii) a reduction by the Company in the Grantee’s base salary as in effect on the Date of Grant as long as the Grantee is employed as Chief Executive Officer and President, for purposes of clarityor a reduction by the Company in the Grantee’s base salary below the Grantee’s salary as in effect on , any resignation of employment by you for any reason)(any such termination by your employer for any reason other than for Cause, an “Employer Without Cause Termination”) prior 20 if the Grantee is employed as Executive Vice President and Chief Financial Officer or another executive position reporting directly to the first anniversary Chief Executive Officer; (iii) the Company requiring the Grantee to be based at any place outside a 30-mile radius from the Grantee’s business office location as of the Date of Grant, the Award shall be forfeited and cancelled in its entirety as of the effective date of your termination.except for reasonably required travel on Company business; or (civ) In any material breach by the event Company of your Employer Without Cause Termination on or after the first anniversary of the Date of Grant but prior to the third anniversary of the Date of Grant, then the Restricted Period shall not end and your Award shall continue but only to the extent of the Prorated Award (as defined below) until such time as the Committee determines the extent to which the Performance Objectives set forth in Exhibit A have been attained, and to the extent attained, the Restricted Period as to the Prorated Award shall expire as provided in Section 3(a) above based on such level of attainment, without regard to Section 3(b); provided, however, that in the event that any Change in Control occurs following any such Employer Without Cause Termination but prior to the third anniversary of the Date of Grant, the Prorated Award will vest immediately prior to such Change in Control assuming achievement of such Performance Objectives at a 100% level, and there will not be any subsequent determination regarding the extent to which such Performance Objectives have been attained. Any portion of your Award in excess of the Prorated Award shall be forfeited and cancelled on the effective date of your termination. If the minimum Performance Objectives are not attained, the Award shall be forfeited and cancelled in its entirety. The “Prorated Award” shall be calculated as follows: (i) the target number of Shares of Performance Based Restricted Stock originally granted pursuant to this Award multiplied by (ii) the number of full calendar months completed during the Performance Period (as defined in Exhibit A) as of the effective date of your termination divided by thirty-six (36) and (iii) rounded to the nearest whole number of Shares of Performance Based Restricted Stock. For purposes provision of this Section 4(c), all references in Exhibit A to “Agreement or any employment agreement between the target number of Shares of PBRS granted hereunder” shall be deemed to refer to Grantee and the target number of Shares of PBRS originally granted as adjusted pursuant to the Prorated Award calculation set forth in the immediately preceding sentence aboveCompany.

Effect of Certain Terminations of Employment. (a) If your employment terminates as a result of your death or Disability, in each case if such termination occurs on or after the Date of GrantGrant and prior to the end of the Restricted Period, the target number of Shares of Performance Based Restricted Stock (as set forth in Exhibit A) which have not become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions thereon shall lapse as of the effective date of such termination. (b) If your employment is terminated by your employer for any reason other than (i) for Cause (but excluding, for purposes of clarity, any resignation of employment by you for any reason)(any reason) or (ii) as a result of your death or Disability (any such termination by your employer for any reason other than for Causeemployer, an “Employer Without Cause Termination”) prior to the first anniversary of the Date of Grant, the Award and the Shares of Performance Based Restricted Stock granted pursuant to this Award shall be forfeited and cancelled in its entirety as of the effective date of your such termination. (c) In the event of your Employer Without Cause Termination on or after the first anniversary of the Date of Grant but prior to the third anniversary end of the Date of GrantRestricted Period, then the Performance Based Restricted Period shall not end and your Award Stock shall continue to be subject to vesting but only to the extent of the Prorated Award (as defined below) until such time as the Committee determines the extent to which the Performance Objectives set forth in Exhibit A have been attained, and to the extent attained, the Restricted Period as to of the Prorated Award shall expire as provided in Section 3(a) above based on such level of attainment, without regard to Section 3(b); provided, however, that in the event that any Change in Control occurs following any such Employer Without Cause Termination but prior to the third anniversary end of the Date of GrantRestricted Period, the Prorated Award will vest immediately prior to such Change in Control assuming achievement of such Performance Objectives at a 100% level, and there will not be any subsequent determination regarding the extent to which such Performance Objectives have been attained. Any portion of your Award and the Shares of Performance Based Restricted Stock granted pursuant to this Award in excess of the Prorated Award shall be forfeited and cancelled on the effective date of your such termination. If the minimum Performance Objectives are not attained, the Award shall be forfeited and cancelled in its entirety. The “Prorated Award” shall be calculated as follows: (i) the target number of Shares of Performance Based Restricted Stock originally granted pursuant to this Award multiplied by (ii) the number of full calendar months completed during the Performance Period (as defined in Exhibit A) as of the effective date of your such termination divided by thirty-six (36) and (iii) ), rounded to the nearest whole number of Shares of Performance Based Restricted Stock. For purposes of this Section 4(c), all references in Exhibit A to “the target number of Shares of PBRS granted hereunder” shall be deemed to refer to the target number of Shares of PBRS originally granted as adjusted pursuant to the Prorated Award calculation set forth in the immediately preceding sentence abovesentence.

Effect of Certain Terminations of Employment. (a) If Upon the later of the termination of your employment terminates or your service as a member of the Board as a result of your death or Disability, in each case if such termination occurs on or after the Date of Grant, the target number of Shares of Performance Based Restricted Stock (as set forth in Exhibit A) which have not become vested in accordance with Section 3 or 5 hereof shall vest, and the restrictions thereon shall lapse as of the date of such termination. (b) If Upon the later of the termination of your employment is terminated by or your employer service as a member of the Board for any reason other than for Cause (but excluding, for purposes of clarity, any resignation of employment or service as a member of the Board by you for any reason)(any reason) (any such termination by your employer the Company for any reason other than for Cause, an a “Employer Company Without Cause Termination”) prior to the first anniversary of the Date of Grant, the Award shall be forfeited and cancelled in its entirety as of the effective date of your termination. (c) In the event of your Employer Company Without Cause Termination on or after the first anniversary of the Date of Grant but prior to the third anniversary of the Date of Grant, then the Restricted Period shall not end and your Award shall continue but only to the extent of the Prorated Award (as defined below) until such time as the Committee determines the extent to which the Performance Objectives set forth in Exhibit A have been attained, and to the extent attained, the Restricted Period as to the Prorated Award shall expire as provided in Section 3(a) above based on such level of attainment, without regard to Section 3(b); provided, however, that in the event that any Change in Control occurs following any such Employer Company Without Cause Termination but prior to the third anniversary of the Date of Grant, the Prorated Award will vest immediately prior to such Change in Control assuming achievement of such Performance Objectives at a 100% level, and there will not be any subsequent determination regarding the extent to which such Performance Objectives have been attained. Any portion of your Award in excess of the Prorated Award shall be forfeited and cancelled on the effective date of your termination. If the minimum Performance Objectives are not attained, the Award shall be forfeited and cancelled in its entirety. The “Prorated Award” shall be calculated as follows: (i) the target number of Shares of Performance Based Restricted Stock originally granted pursuant to this Award multiplied by (ii) the number of full calendar months completed during the Performance Period (as defined in Exhibit A) as of the effective date of your termination divided by thirty-six (36) and (iii) rounded to the nearest whole number of Shares of Performance Based Restricted Stock. For purposes of this Section 4(c), all references in Exhibit A to “the target number of Shares of PBRS granted hereunder” shall be deemed to refer to the target number of Shares of PBRS originally granted as adjusted pursuant to the Prorated Award calculation set forth in the immediately preceding sentence above.