Common use of Performance Share Awards Clause in Contracts

Performance Share Awards. Notwithstanding any provision of the Stock Compensation Plan to the contrary, in the case of any Qualifying Termination, the Corporation shall deliver to Employee all amounts payable (but unpaid) under any Performance Share Award with respect to an Award Cycle that had ended as of the date of the Termination of Employment plus, with respect to each Performance Share Award then held by Employee as to which at least 18 months of the related Award Period has elapsed as of the date of the Termination of Employment, after the end of such Award Period, the product of (i) the award that would have been payable to Employee for such Award Period had he remained in Employment, based on actual results for such Award Period, and (ii) a fraction, the numerator of which is the number of days of Employment in such Award Period and the denominator of which is the total number of days in such Award Period. In the case of a Qualifying Termination described in Section 1.19(iv), the Corporation shall promptly accelerate the payment of all prorated Performance Share Award payments described in this Section 5.3(c). In the case of any other Qualifying Termination subject to this Section 5.3, the Corporation in its discretion may accelerate the payment of any portion or all of any such payments. In any case where payment under this Section 5.3(c) is accelerated, the amount determined under clause (i) above shall be the award that the Board determines Employee would have received for the Award Period in which the Qualifying Termination occurs based on the Board’s determination of the likelihood of the Corporation’s achievement of targets for such Award Period.

Performance Share Awards. Notwithstanding any provision of the Stock Compensation Plan to the contrary, in the case of any Qualifying Termination, the Corporation shall deliver to Employee all amounts payable (but unpaid) under any Performance Share Award with respect to an Award a Performance Cycle that had ended as of the date of the Termination of Employment plus, with respect to each Performance Share Award then held by Employee as to which at least 18 months of the related Award Period Performance Cycle has elapsed as of the date of the Termination of Employment, after the end of such Award PeriodPerformance Cycle, the product of (i) the award that would have been payable to Employee for such Award Period Performance Cycle had he remained in Employment, based on actual results for such Award PeriodPerformance Cycle, and (ii) a fraction, the numerator of which is the number of days of Employment in such Award Period Performance Cycle and the denominator of which is the total number of days in such Award PeriodPerformance Cycle. In the case of a Qualifying Termination described in Section 1.19(iv1.23(iv), the Corporation shall promptly accelerate the payment of pay to Employee all prorated Performance Share Award payments described in this Section 5.3(c). In the case of any other Qualifying Termination subject to this Section 5.3Termination, the Corporation in its discretion may accelerate the payment of promptly pay to Employee any portion or all of any such payments. In any case where payment under this Section 5.3(c) is acceleratedpromptly made to Employee, the amount determined under clause (i) above shall be the award that the Board determines Employee would have received for the Award Period Performance Cycle in which the Qualifying Termination occurs based on the Board’s determination of the likelihood of the Corporation’s achievement of targets for such Award PeriodPerformance Cycle. Employee acknowledges and agrees that any payments made pursuant to this Section 5.3(c) are subject to Section 6.15.

Performance Share Awards. Notwithstanding any provision of the Stock Compensation Plan to the contrary, in the case of any Qualifying Termination, the Corporation shall deliver pay to Employee all amounts payable (but unpaid) under any Performance Share Award with respect to an Award a Performance Cycle that had ended as of the date of Retirement or Early Retirement, as the Termination of Employment pluscase may be, plus with respect to each Performance Share Award then held by Employee as to which at least 18 months of the related Award Period has Performance Cycle had elapsed as of the date of Retirement or Early Retirement, as the Termination of Employment, after the end of such Award Periodcase may be, the product of (i) the award that would have been payable to Employee for such Award Period Performance Cycle had he remained in Employment, based on actual results for such Award PeriodPerformance Cycle, and (ii) a fraction, the numerator of which is the number of days of Employment in such Award Period Performance Cycle and the denominator of which is the total number of days in such Award PeriodPerformance Cycle. In the case of a Qualifying Termination described in Section 1.19(iv), the Corporation shall promptly accelerate the payment of all prorated Performance Share Award payments described in this Section 5.3(c). In the case of any other Qualifying Termination subject to this Section 5.3Alternatively, the Corporation in its discretion may accelerate the payment of promptly pay to Employee any portion or all of any such payments. In any case where payment under this Section 5.3(c5.5(a) is acceleratedpromptly made to Employee, the amount determined under clause (i) above shall be the award that the Board determines Employee would have received for the Award Period Performance Cycle in which the Qualifying Termination Retirement or Early Retirement, as the case may be, occurs based on the Board’s determination of the likelihood of the Corporation’s achievement of targets for such Award PeriodPerformance Cycle. Employee acknowledges and agrees that any payments made pursuant to this Section 5.5(a) are subject to Section 6.15.