Common use of Forfeiture; Termination of Employment Clause in Contracts

Forfeiture; Termination of Employment. Upon the Participant’s Termination of Employment for any reason during the Restriction Period, all Restricted Stock Units still subject to restriction shall be forfeited. Notwithstanding the foregoing, (i) upon the Participant’s Termination of Employment during the Restriction Period due to the Participant’s Retirement at any time following the end of the calendar year in which the Grant Date occurred, the restrictions applicable to any Restricted Stock Units shall immediately lapse, and such Restricted Stock Units shall become free of all restrictions and become fully vested; and (ii) upon the Participant’s Termination of Employment during the Restriction Period by the Company without Cause, or Termination of Employment due to death or Disability, the Participant shall vest in a number of Restricted Stock Units equal to the excess, if any, of (A) the product of (x) the total number of Restricted Stock Units and (y) a fraction, the numerator of which is the number of full months in the Restriction Period from the Grant Date until the date of Termination of Employment (provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is the total number of months in the Restriction Period over (B) the number of Restricted Stock Units that previously vested as of the Termination of Employment without respect to this provision. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Participant’s employment at any time.

Forfeiture; Termination of Employment. Upon the Participant’s Termination of Employment for any reason during before the Restriction Periodthird anniversary of the Grant Date, all Restricted Stock Units still subject to restriction shall be forfeited. Notwithstanding the foregoing, (i) upon in the Participant’s event that the Participant experiences a Termination of Employment during before the Restriction Period third anniversary of the Grant Date due to the Participant’s Retirement at any time following the end of the calendar year in which the Grant Date occurred, the restrictions applicable to any Participant shall vest in that number of Restricted Stock Units shall immediately lapse, and such Restricted Stock Units shall become free of all restrictions and become fully vested; determined in accordance with Section 1(b) and (ii) upon in the event of the Participant’s Termination of Employment during before the Restriction Period third anniversary of the Grant Date by the Company without Cause, or Termination of Employment due to death or Disability, the Participant shall vest in a number of Restricted Stock Units equal to the excess, if any, product of (A) the product of (x) the total number of Restricted Stock Units determined in accordance with Section 1(b) and (yB) a fraction, the numerator of which is the number of full months in the Restriction Period from the Grant Date until the date of Termination of Employment (provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is the total number of months in the Restriction Period over (B) the number of thirty-six. Any Restricted Stock Units that previously vested as of earned pursuant to the Termination of Employment without respect to this provisionimmediately preceding sentence shall be settled in accordance with Section 2. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Participant’s employment at any time.

Forfeiture; Termination of Employment. Upon the Participant’s Termination of Employment for any reason during before the Restriction Periodthird anniversary of the Grant Date, all Restricted Stock Units still subject to restriction shall be forfeited. Notwithstanding the foregoing, (i) upon in the Participant’s event that the Participant experiences a Termination of Employment during before the Restriction Period third anniversary of the Grant Date due to the Participant’s Retirement at any time following the end of the calendar year in which the Grant Date occurred, the restrictions applicable to any Participant shall vest in that number of Restricted Stock Units shall immediately lapse, and such Restricted Stock Units shall become free of all restrictions and become fully vested; determined in accordance with Section 1(b) and (ii) upon in the event of the Participant’s Termination of Employment during before the Restriction Period third anniversary of the Grant Date by the Company without Cause, or Termination of Employment due to death or Disability, the Participant shall vest in a number of Restricted Stock Units equal to the excess, if any, product of (A) the product of (x) the total number of Restricted Stock Units determined in accordance with Section 1(b) and (yB) a fraction, the numerator of which is the number of full months in the Restriction Period from the Grant Date until the date of Termination of Employment (provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is the total number of months in the Restriction Period over (B) the number of thirty-six months. Any Restricted Stock Units that previously vested as of earned pursuant to the Termination of Employment without respect to this provisionimmediately preceding sentence shall be settled in accordance with Section 2. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Participant’s employment at any time.

Forfeiture; Termination of Employment. Upon the Participant’s Termination of Employment for any reason other than Retirement (as defined below), death or Disability during the Restriction Period, all Restricted Stock Units still subject to restriction shall be forfeited. Notwithstanding the foregoing, (i) upon the Participant’s Termination of Employment during the Restriction Period due to the Participant’s Retirement at any time following the end of the calendar year in which the Grant Date occurredRetirement, the restrictions applicable to any Restricted Stock Units shall immediately lapse, and such Restricted Stock Units shall become free of all restrictions and become fully vested; and (ii) upon the Participant’s Termination of Employment during the Restriction Period by the Company without Cause, or Termination of Employment due to death or Disability, the Participant shall vest in in, and the Restriction Period shall terminate with respect to, a number of Restricted Stock Units equal to the excess, if any, of (A) the product of (x) the total number of Restricted Stock Units and (y) a fraction, the numerator of which is the number of full months in the Restriction Period from the Grant Date until the date of Termination of Employment (provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is the total number of months in the Restriction Period over (B) the number of Restricted Stock Units that previously vested as of the Termination of Employment without respect to this provision. For purposes of this Agreement, employment with with, or the performance of services for, the Company shall include employment with with, or the performance of services for, the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates Affiliates, or to continue to perform services for the Company or any of its Affiliates, or interfere in any way with the right of the Company or any such Affiliates to terminate the Participant’s employment or performance of services at any time.. For purposes of

Forfeiture; Termination of Employment. Upon the Participant’s Termination of Employment for any reason other than Retirement (as defined below), death or Disability during the Restriction Period, all Restricted Stock Units still subject to restriction shall be forfeited. Notwithstanding the foregoing, (i) upon the Participant’s Termination of Employment during the Restriction Period due to the Participant’s Retirement at any time following the end of the calendar year in which the Grant Date occurredRetirement, the restrictions applicable to any Restricted Stock Units shall immediately lapse, and such Restricted Stock Units shall become free of all restrictions and become fully vested; and (ii) upon the Participant’s Termination of Employment during the Restriction Period by the Company without Cause, or Termination of Employment due to death or Disability, the Participant shall vest in in, and the Restricted Period shall terminate with respect to, a number of Restricted Stock Units equal to the excess, if any, of (A) the product of (x) the total number of Restricted Stock Units and (y) a fraction, the numerator of which is the number of full months in the Restriction Period from the Grant Date until the date of Termination of Employment (provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is the total number of months in the Restriction Period over (B) the number of Restricted Stock Units that previously vested as of the Termination of Employment without respect to this provision. For purposes of this Agreement, employment with with, or the performance of services for, the Company shall include employment with with, or the performance of services for, the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates Affiliates, or to continue to perform services for the Company or any of its Affiliates, or interfere in any way with the right of the Company or any such Affiliates to terminate the Participant’s employment at any time.to

Forfeiture; Termination of Employment. Upon the Participant’s Termination of Employment for any reason other than Retirement (as defined below), death or Disability during the Restriction Period, all Restricted Stock Units still subject to restriction shall be forfeited. Notwithstanding the foregoing, (i) upon the Participant’s Termination of Employment during the Restriction Period due to the Participant’s Retirement at any time following the end of the calendar year in which the Grant Date occurredRetirement, the restrictions applicable to any Restricted Stock Units shall immediately lapse, and such Restricted Stock Units shall become free of all restrictions and become fully vested; and (ii) upon the Participant’s Termination of Employment during the Restriction Period by the Company without Cause, or Termination of Employment due to death or Disability, the Participant shall vest in in, and the Restricted Period shall terminate with respect to, a number of Restricted Stock Units equal to the excess, if any, of (A) the product of (x) the total number of Restricted Stock Units and (y) a fraction, the numerator of which is the number of full months in the Restriction Period from the Grant Date until the date of Termination of Employment (provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is the total number of months in the Restriction Period over (B) the number of Restricted Stock Units that previously vested as of the Termination of Employment without respect to this provision. For purposes of this Agreement, employment with with, or the performance of services for, the Company shall include employment with with, or the performance of services for, the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates Affiliates, or to continue to perform services for the Company or any of its Affiliates, or interfere in any way with the right of the Company or any such Affiliates to terminate the Participant’s employment or performance of services at any time. For purposes of this Agreement, “Retirement” shall mean the Participant’s “separation from service” (within the meaning of Section 409A of the Code) on or after the date on which the Participant has reached at least age 55 and completed at least 5 consecutive years of service on the Board.