Common use of Qualifying Retirement Clause in Contracts

Qualifying Retirement. Notwithstanding the foregoing, a Grantee shall be treated as being in the continuous employ of the Company for purposes hereof and earning of the PRSUs shall continue if and only for so long as all of the following conditions are met: (i) Grantee’s employment was terminated, including by reason of death, disability or retirement, other than by the Company for Cause; (ii) at the time such employment was terminated, Grantee had attained the age of 55; (iii) at the time such employment was terminated, Grantee’s age, when added to the number of years of continuous employment of such Grantee by the Company, equaled or exceeded seventy (70); and (iv) Grantee does not engage in any Detrimental Activity (together, a “Qualifying Retirement”). Upon a finding by the [Board] Committee that Grantee has met the conditions for a Qualifying Retirement and has engaged in any Detrimental Activity during the period of time beginning when such conditions are first met and ending when all rights under this Agreement terminate, and forthwith upon notice of such finding, Grantee shall forfeit all PRSUs that have not been earned, and Grantee hereby expressly agrees that the Company may exercise any and all other rights available to it under the Plan.

Qualifying Retirement. Notwithstanding the foregoing, a Grantee shall be treated as being in the continuous employ of the Company for purposes hereof and earning vesting of the PRSUs Restricted Stock Units shall continue if and only for so long as all of the following conditions are met: (i) Grantee’s employment was terminated, including by reason of death, disability or retirement, other than by the Company for Cause; (ii) at the time such employment was terminated, Grantee had attained the age of 55; (iii) at the time such employment was terminated, Grantee’s age, when added to the number of years of continuous employment of such Grantee by the Company, equaled or exceeded seventy (70); and (iv) Grantee does not engage in any Detrimental Activity (together, a “Qualifying Retirement”). For purposes of this Agreement, in the case vesting of Restricted Stock Units continues pursuant to this paragraph, such Restricted Stock Units which continue to vest shall be considered to become nonforfeitable only upon the date(s) specified in Section 3(a). Upon a finding by the [Board] Committee that Grantee has met the conditions for a Qualifying Retirement and has engaged in any Detrimental Activity during the period of time beginning when such conditions are first met and ending when all rights under this Agreement terminate, and forthwith upon notice of such finding, Grantee shall forfeit all PRSUs that any Restricted Stock Units with respect to which the forfeiture provisions hereunder have not been earnedlapsed, and Grantee hereby expressly agrees that the Company may exercise any and all other rights available to it under the Plan.