Common use of Involuntary Termination and Certain Voluntary Terminations Clause in Contracts

Involuntary Termination and Certain Voluntary Terminations. The Participant shall become vested in a prorata number of PSUs and entitled to receive a number of PSUs based on actual performance, as provided in and determined pursuant to Section 2(a), in the following circumstances: (1) the Participant’s employment with the Company or any Affiliate or Subsidiary terminates as a result of Retirement within six months after the Date of Grant, (2) the Participant voluntarily terminates his employment with the Company, Affiliates and Subsidiaries on or after age 55 and the termination does not constitute a Retirement, or (3) the Participant is involuntarily terminated by the Company or any Affiliate or Subsidiary without Cause (whether or not the Participant is eligible for Retirement, regardless of his age at termination and other than due to Disability or death). For purposes of the preceding, the prorata number of the PSUs shall be equal to (A) the total number of granted PSUs under Section 1(a) plus any dividend equivalents multiplied by (B) a fraction, the numerator of which shall be the number of full calendar months elapsed from December 1 following the Date of Grant through the Participant’s retirement date or last day worked (in the case of termination) and the denominator of which shall be 39 (the number of calendar months in the Vesting Period, treating the month of December following the Date of Grant as the first calendar month).

Involuntary Termination and Certain Voluntary Terminations. The Participant shall become vested in a prorata number of PSUs and entitled to receive a number of PSUs based on actual performance, as provided in and determined pursuant to Section 2(a), performance in the following circumstances: (1) the Participant’s employment with the Company or any Affiliate or Subsidiary terminates as a result of Retirement within six months after the Date of Grant, (2) the Participant voluntarily terminates his employment with the Company, Affiliates and Subsidiaries on or after age 55 and the termination does not constitute a Retirement, or (3) the Participant is involuntarily terminated by the Company or any Affiliate or Subsidiary without Cause (whether or not the Participant is eligible for Retirement, regardless of his age at termination and other than due to Disability or death). For purposes of the preceding, the prorata number of the PSUs shall be equal to (A) the total number of granted PSUs under Section 1(a) plus any dividend equivalents multiplied by (B) a fraction, the numerator of which shall be the number of full calendar months elapsed from December 1 following the Date of Grant through the Participant’s retirement date or last day worked (in the case of termination) and the denominator of which shall be 39 (the number of calendar months in the Vesting Period, treating the calendar month of December following the Date of Grant as the first calendar month). The actual number of PSUs to be settled shall be the prorated number of PSUs determined pursuant to this subsection multiplied by the average STIP payout, as provided in Section 2(a).

Involuntary Termination and Certain Voluntary Terminations. The Participant shall become vested in a prorata number of PSUs and entitled to receive a number of PSUs based on actual performance, as provided in and determined pursuant to Section 2(a), performance in the following circumstances: (1) the Participant’s employment with the Company or any Affiliate or Subsidiary terminates as a result of Retirement within six months after the Date of Grant, (2) the Participant voluntarily terminates his employment with the Company, Affiliates and Subsidiaries on or after age 55 and the termination does not constitute a Retirement, or (3) the Participant is involuntarily terminated by the Company or any Affiliate or Subsidiary without Cause (whether or not the Participant is eligible for Retirement, regardless of his age at termination and other than due to Disability or death). For purposes of the preceding, the prorata number of the PSUs shall be equal to (A) the total number of granted PSUs under Section 1(a) plus any dividend equivalents multiplied by (B) a fraction, the numerator of which shall be the number of full calendar months elapsed from December 1 following the Date of Grant through the Participant’s retirement date or last day worked (in the case of termination) and the denominator of which shall be 39 [40] (the number of calendar months in the Vesting Period, treating the month of December following containing the Date of Grant as the first a full calendar month). The actual number of PSUs to be settled shall be the prorated number of PSUs determined pursuant to this subsection multiplied by the average STIP payout, as provided in Section 2(a).

Involuntary Termination and Certain Voluntary Terminations. The Participant shall become vested in a prorata number of PSUs and entitled to receive a number of PSUs based on actual performance, as provided in and determined pursuant to Section 2(a), performance in the following circumstances: (1) the Participant’s employment with the Company or any Affiliate or Subsidiary terminates as a result of Retirement within six months after the Date of Grant, (2) the Participant voluntarily terminates his employment with the Company, Affiliates and Subsidiaries on or after age 55 and the termination does not constitute a Retirement, or (3) the Participant is involuntarily terminated by the Company or any Affiliate or Subsidiary without Cause (whether or not the Participant is eligible for Retirement, regardless of his age at termination and other than due to Disability or death). For purposes of the preceding, the prorata number of the PSUs shall be equal to (A) the total number of granted PSUs under Section 1(a) plus any dividend equivalents multiplied by (B) a fraction, the numerator of which shall be the number of full calendar months elapsed from December 1 following the Date of Grant through the Participant’s retirement date or last day worked (in the case of termination) and the denominator of which shall be 39 40 (the number of calendar months in the Vesting Period, treating the month of December following containing the Date of Grant as the first a full calendar month). The actual number of PSUs to be settled shall be the prorated number of PSUs determined pursuant to this subsection multiplied by the average STIP payout, as provided in Section 2(a).

Involuntary Termination and Certain Voluntary Terminations. The Participant shall become vested in a prorata pro rata number of PSUs and entitled to receive a number of PSUs based on actual performance, as provided in and determined pursuant to Section 2(a), performance in the following circumstances: (1) the Participant’s employment with the Company or any Affiliate or Subsidiary terminates as a result of Retirement within six months after the Date of Grant, (2) the Participant voluntarily terminates his employment with the Company, Affiliates and Subsidiaries on or after age 55 and the termination does not constitute a Retirement, or (3) the Participant is involuntarily terminated by the Company or any Affiliate or Subsidiary without Cause (whether or not the Participant is eligible for Retirement, regardless of his age at termination and other than due to Disability or death). For purposes of the preceding, the prorata pro rata number of the PSUs shall be equal to (A) the total number of granted PSUs under Section 1(a) plus any dividend equivalents multiplied by (B) a fraction, the numerator of which shall be the number of full calendar months elapsed from December 1 following the Date of Grant through the Participant’s retirement date or last day worked (in the case of termination) and the denominator of which shall be 39 40 (the number of calendar months in the Vesting Period, treating the month of December following containing the Date of Grant as the first a full calendar month). The actual number of PSUs to be settled shall be the prorated number of PSUs determined pursuant to this subsection multiplied by the average STIP payout, as provided in Section 2(a).