Common use of Heirs and Successors Clause in Contracts

Heirs and Successors. The Option Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms have not been exercised or distributed, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms or before the complete distribution of benefits to the Designated Beneficiary under the Option Terms, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, upon and inure to the benefit of, the Company and its successors and assigns, and upon of any person acquiringassignee or successor in interest to YUM!, whether by merger, consolidation, purchase consolidation or the sale of assets or otherwise, all or substantially all of the Company’s assets of YUM!. YUM! will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of YUM! to expressly assume and businessagree to perform this Agreement in the same manner and to the same extent that YUM! would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Participant or his or her legal representative and any person to whom the YRSUs may be transferred by will or the applicable laws of descent and distribution. If any rights of exercisable by the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, upon and inure to the benefit of, of the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of exercisable by the Participant or benefits distributable deliverable to the Participant under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Participant’s 's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “"Designated Beneficiary” " shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s 's exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s 's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “"Designated Beneficiary” " shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s 's exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, upon and inure to the benefit of, of the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of exercisable by the Participant or benefits distributable deliverable to the Participant under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of exercisable by the Participant Optionee or benefits distributable deliverable to the Participant Optionee under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Participant’s Optionee's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms and the Incentive Planthis agreement. The “"Designated Beneficiary” " shall be the beneficiary or beneficiaries designated by the Participant Optionee in a writing filed with the Committee in such form and at such time as the Committee shall require. If a Participant deceased Optionee fails to designate a beneficiary, or if the Designated Beneficiary does not survive the ParticipantOptionee, any rights that would have been exercisable by the Participant Optionee and any benefits distributable to the Participant Optionee shall be exercised by or distributed to the legal representative of the estate of the ParticipantOptionee. If a Participant deceased Optionee designates a beneficiary and the Designated Beneficiary survives the Participant Optionee but dies before the Designated Beneficiary’s 's exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option RSU Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised settled or distributed, respectively, at the time of the Participant’s deathDeath, such rights shall be exercisable by settled and payable to the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee on the form found in HRCentral, or such other form and at such time as the Committee shall may require. The designation of beneficiary form may be amended or revoked from time to time by the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by payable to the Participant and any benefits distributable to the Participant shall be exercised by or distributed payable to the legal representative of the estate of the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been payable to the Participant and shall be payable to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the settlement of Designated Beneficiary’s exercise of all rights under the Option Terms or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable payable to the Designated Beneficiary shall be distributed payable to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms Subject to Section 7, this Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of exercisable by the Participant or benefits distributable deliverable to the Participant under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s 's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s 's exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of exercisable by the Participant or benefits distributable deliverable to the Participant under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms Subject to Section 7, this Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of exercisable by the Participant or benefits distributable deliverable to the Participant under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “"Designated Beneficiary” " shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s 's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “"Designated Beneficiary” " shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee Administrator in such form and at such time as the Committee Administrator shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and but the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s 's exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and businessbusinesses. If any rights of exercisable by the Participant or benefits distributable deliverable to the Participant under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Participant’s 's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated "Beneficiary” " shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with on the Committee in such Beneficiary Designation form and at such time attached as the Committee shall requireExhibit A hereto. If a deceased Participant fails to designate a beneficiaryBeneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s 's exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of exercisable by the Participant Optionee or benefits distributable deliverable to the Participant Optionee under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the ParticipantOptionee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms and the Incentive Planthis Agreement. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant Optionee in a writing filed with the Committee in such form and at such time as the Committee shall require. If a Participant deceased Optionee fails to designate a beneficiary, or if the Designated Beneficiary does not survive the ParticipantOptionee, any rights that would have been exercisable by the Participant Optionee and any benefits distributable to the Participant Optionee shall be exercised by or distributed to the legal representative of the estate of the ParticipantOptionee. If a Participant deceased Optionee designates a beneficiary and the Designated Beneficiary survives the Participant Optionee but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding -------------------- upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of exercisable by the Participant or benefits distributable deliverable to the Participant under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Participant’s 's death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “"Designated Beneficiary” " shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant hereunder shall be exercised by or distributed to the legal representative of or the estate of the Participant. If a deceased Participant designates a beneficiary and but the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights benefits that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable distributed to the Designated Beneficiary shall be distributed to the legal representative of or the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company Company, its Affiliates, and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable Rights awarded to the Participant under the Option Terms this Agreement have not been exercised or distributeddelivered, respectively, at the time of the Participant’s death, such rights Rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed delivered to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such the form attached hereto as Exhibit C, and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the such Participant, any rights that would have been exercisable by the Rights awarded to such Participant and any benefits distributable to the such Participant shall be exercised by or distributed to the legal representative of the estate of the such Participant. If a deceased Participant designates a beneficiary and but the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights Rights awarded under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights Rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.. RSS Agreement – 2013 LTIP v2 page 2 of 2 Exhibit 10.2

Heirs and Successors. The Option Terms This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Award Agreement have not been exercised settled or distributed, respectively, at the time of the Participant’s death, such rights shall be exercisable by settled and payable to the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms of, this Award Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall may require. The designation of beneficiary form may be amended or revoked from time to time by the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by payable to the Participant and any benefits distributable to the Participant shall be exercised by or distributed payable to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the settlement of Designated Beneficiary’s exercise of all rights under the Option Terms or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Award Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable payable to the Designated Beneficiary shall be distributed payable to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Award Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised settled or distributed, respectively, at the time of the Participant’s deathDeath, such rights shall be exercisable by settled and payable to the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee on the form found in the Benefits Bookstore on HRCentral, or such other form and at such time as the Committee shall may require. The designation of beneficiary form may be amended or revoked from time to time by the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated * Provided Cumulative EPS Goals are achieved. Beneficiary does not survive the Participant, any rights that would have been exercisable by payable to the Participant and any benefits distributable to the Participant shall be exercised by or distributed payable to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the settlement of Designated Beneficiary’s exercise of all rights under the Option Terms or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable payable to the Designated Beneficiary shall be distributed payable to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant Grantee or benefits distributable to the Participant Grantee under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the ParticipantGrantee’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant Grantee in a writing filed with the Committee in such form and at such time as the Committee shall require. If a Participant deceased Grantee fails to designate a beneficiary, or if the Designated Beneficiary does not survive the ParticipantGrantee, any rights that would have been exercisable by the Participant Grantee and any benefits distributable to the Participant Grantee shall be exercised by or distributed to the legal representative of the estate of the ParticipantGrantee. If a Participant deceased Grantee designates a beneficiary and the Designated Beneficiary survives the Participant Grantee but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement, the Option Terms Plan and the Incentive PlanBye-Laws. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee Executive Team in such form and at such time as the Committee Executive Team shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary. Any rights of a beneficiary and benefits distributable to a beneficiary under this Agreement shall be subject to the terms and restrictions of the Bye-Laws.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of exercisable by the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms this Agreement and the Incentive Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option RSU Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s 's assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised settled or distributed, respectively, at the time of the Participant’s death's Death, such rights shall be exercisable by settled and payable to the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of the Option Terms and the Incentive PlanRSU Terms. The “"Designated Beneficiary” " shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee on the form found in HRCentral, or such other form and at such time as the Committee shall may require. The designation of beneficiary form may be amended or revoked from time to time by the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by payable to the Participant and any benefits distributable to the Participant shall be exercised by or distributed payable to the legal representative of the estate of the Participant. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been payable to the Participant and shall be payable to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the settlement of Designated Beneficiary’s exercise of all 's rights under the Option Terms or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Award Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable payable to the Designated Beneficiary shall be distributed payable to the legal representative of the estate of the Designated Beneficiary.

Heirs and Successors. The Option Terms This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights of the Participant or benefits distributable to the Participant under the Option Terms this Agreement have not been exercised or distributed, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be distributed to the Designated Beneficiary, in accordance with the provisions of this Agreement, the Option Terms Plan and the Incentive PlanBye-Laws. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee Company in such form and at such time as the Committee Company shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under the Option Terms this Agreement or before the complete distribution of benefits to the Designated Beneficiary under the Option Termsthis Agreement, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary. Any rights of a beneficiary and benefits distributable to a beneficiary under this Agreement shall be subject to the terms and restrictions of the Bye-Laws.