Common use of Qualifying Separation Clause in Contracts

Qualifying Separation. If, prior to the Vesting Date, (i) your Employment terminates after the date that is six (6) months following the Grant Date for any reason (including due to a Specified Divestiture or a Reduction in Force) other than due to (A) a termination for Cause or (B) your death or Disability and (ii) either (A) you have attained age fifty-five (55) and have at least ten (10) years of Service with at least five (5) consecutive years of Service immediately before your Date of Termination or (B) you have attained age sixty-two (62) as of your Date of Termination (a “Qualifying Separation”), then you shall become vested in the RSUs on the Vesting Date. Notwithstanding the foregoing, you will be treated as having terminated Employment pursuant to Section 2(b) hereof if, at any time prior to the Vesting Date, the Committee determines that applying this Section 2(c)(iv) to employees based on age at the time of termination of Employment and not to all employees may violate any law or public policy applicable to you and/ or the RSUs (whether as applied to all holders of RSUs or to only holders of RSUs in the jurisdiction where you are employed). For the avoidance of doubt, this Section 2(c)(iv) shall not apply (w) if your Employment terminates within six (6) months following the Grant Date, in which case the RSUs shall be forfeited for no consideration on the Date of Termination (unless clause (y) or (z) below applies), (x) if your Employment is terminated for Cause, in which case the RSUs shall be forfeited for no consideration on the Date of Termination, (y) if your Employment is terminated due to your death or Disability, in which case Section 2(c)(i) or 2(c)(ii), will apply, as applicable, or (z) if your Employment is terminated due to a Specified Divestiture or a Reduction in Force within six (6) months following the Grant Date, in which case Section 2(c)(iii) will apply.

Qualifying Separation. If, If your Employment terminates prior to the Scheduled Vesting Date, (i) your Employment terminates but after the date that is six (6) months following the Grant Date Date: (A) for any reason other than a termination of Employment pursuant to Section 2(c)(i) (including Termination of Employment due to a Specified Divestiture Death) or a Reduction in ForceSection 2(c)(vi) other than due to (A) a termination Termination for Cause or Cause), and (B) your death or Disability and (ii) as of the Date of Termination, either (AI) you have attained age fifty-five (55) and have at least ten (10) years of Service with at least five (5) consecutive years of Service immediately before your Date of Termination or (BII) you have attained age sixty-two (62) as (a termination of your Date of Termination Employment that satisfies the conditions set forth in clauses (A) and (B) above, a “Qualifying Separation”), then you then, subject to the terms of this Agreement, to the extent the PSUs are still outstanding, the PSUs shall remain outstanding and eligible to become vested on the Certification Date in accordance with Section 2(a) of this Agreement, based upon actual achievement relative to the Performance Goals during the Performance Period. For the avoidance of doubt, this Section 2(c)(iv) (Qualifying Separation) shall not apply if your Employment terminates on or prior to the date that is six (6) months following the Grant Date, as reflected in the RSUs on records of the Vesting DateCorporation. If a termination of Employment satisfies the conditions set forth in Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force) and this Section 2(c)(iv) (Qualifying Separation), only this Section 2(c)(iv) (Qualifying Separation) shall apply. Notwithstanding the foregoing, you will be treated as having terminated Employment pursuant to Section 2(b) hereof (Termination of Employment – General) if, at any time prior to the Scheduled Vesting Date, the Committee Corporation determines in its discretion that applying this Section 2(c)(iv) (Qualifying Separation), (1) to employees based on age at the time of termination of Employment and not to all employees may violate any law or public policy applicable to you and/ or and/or the RSUs PSUs (whether as applied to all holders of RSUs PSUs or to only holders of RSUs PSUs in the jurisdiction where you are employed). For , or (2) in a particular case (or cases) is not advisable or appropriate or consistent with the avoidance intent of doubt, this Section 2(c)(iv) shall not apply (w) if your Employment terminates within six (6) months following the Grant Date, in which case the RSUs shall be forfeited for no consideration on the Date of Termination (unless clause (y) or (z) below applies), (x) if your Employment is terminated for Cause, in which case the RSUs shall be forfeited for no consideration on the Date of Termination, (y) if your Employment is terminated due to your death or Disability, in which case Section 2(c)(i) or 2(c)(ii), will apply, as applicable, or (z) if your Employment is terminated due to a Specified Divestiture or a Reduction in Force within six (6) months following the Grant Date, in which case Section 2(c)(iii) will apply.

Qualifying Separation. If, prior to the Vesting Date, (i) your Employment terminates after the date that is six (6) months following the Grant Date for any reason (including due to a Specified Divestiture or a Reduction in Force) other than due to (A) a termination for Cause or (B) your death or Disability and (ii) either (A) you have attained age fifty-five (55) and have at least ten (10) years of Service with at least five (5) consecutive years of Service immediately before your Date of Termination or (B) you have attained age sixty-two (62) as of your Date of Termination (a “Qualifying Separation”), then you the PSUs shall remain outstanding and eligible to become vested in the RSUs on the Vesting DateCertification Date in accordance with Section 2(a) of this Agreement, based upon actual achievement relative to the Performance Goals during the Performance Period. Notwithstanding the foregoing, you will be treated as having terminated Employment pursuant to Section 2(b) hereof if, at any time prior to the Vesting Date, the Committee determines that applying this Section 2(c)(iv) to employees based on age at the time of termination of Employment and not to all employees may violate any law or public policy applicable to you and/ or and/or the RSUs PSUs (whether as applied to all holders of RSUs PSUs or to only holders of RSUs PSUs in the jurisdiction where you are employed). For the avoidance of doubt, this Section 2(c)(iv) shall not apply (w) if your Employment terminates within six (6) months following the Grant Date, in which case the RSUs PSUs shall be forfeited for no consideration on the Date of Termination (unless clause (y) or clause (z) below applies), (x) if your Employment is terminated for Cause, in which case the RSUs PSUs shall be forfeited for no consideration on the Date of Termination, (y) if your Employment is terminated due to your death or Disability, in which case Section 2(c)(i) or Section 2(c)(ii), ) will apply, as applicable, or (z) if your Employment is terminated due to a Specified Divestiture or a Reduction in Force within six (6) months following the Grant Date, in which case Section 2(c)(iii) will apply.

Qualifying Separation. If, prior to the Vesting Date, (i) If your Employment terminates after the date that is six (6) months following the Grant Date Date: (i) for any reason other than a termination of Employment pursuant to Section 2(c)(i) (including Termination of Employment due to a Specified Divestiture Death) or a Reduction in ForceSection 2(c)(v) other than due to (A) a termination Termination for Cause or (B) your death or Disability and Cause), and (ii) as of the Date of Termination either (AI) you have attained age fifty-five (55) and have at least ten (10) years of Service with at least five (5) consecutive years of Service immediately before your Date of Termination or (BII) you have attained age sixty-two (62) as (a termination of your Date of Termination Employment that satisfies the conditions set forth in clauses (A) and (B) above, a “Qualifying Separation”), then then, subject to the terms of this Agreement, you shall become vested in the RSUs (to the extent still outstanding and not already vested) on the applicable Scheduled Vesting Dates in accordance with the schedule set forth above. For the avoidance of doubt, this Section 2(c)(iii) (Qualifying Separation) shall not apply if your Employment terminates on or prior to the date that is six (6) months following the Grant Date, as reflected in the records of the Corporation. Notwithstanding the foregoing, you will be treated as having terminated Employment pursuant to Section 2(b) hereof (Termination of Employment – General) if, at any time prior to the applicable Scheduled Vesting Date, the Committee Corporation determines in its sole discretion that applying this Section 2(c)(iv2(c)(iii) (Qualifying Separation), (1) to employees based on age at the time of termination of Employment and not to all employees may violate any law or public policy applicable to you and/ or and/or the RSUs (whether as applied to all holders of RSUs or to only holders of RSUs in the jurisdiction where you are employed). For the avoidance of doubt, this Section 2(c)(iv) shall not apply (w) if your Employment terminates within six (6) months following the Grant Date, in which case the RSUs shall be forfeited for no consideration on the Date of Termination (unless clause (y) or (z) below applies), (x) if your Employment is terminated for Cause, in which case the RSUs shall be forfeited for no consideration on the Date of Termination, (y) if your Employment is terminated due to your death or Disability, in which case Section 2(c)(i) or 2(c)(ii), will apply, as applicable, or (z2) if your Employment in a particular case (or cases) is terminated due to a Specified Divestiture not advisable or a Reduction in Force within six (6) months following appropriate or consistent with the Grant Date, in which case intent of this Section 2(c)(iii) will apply).