Common use of Separation from Service by the Company without Cause Clause in Contracts

Separation from Service by the Company without Cause. If the Grantee incurs an involuntary Separation from Service by the Company (and/or, if applicable, by any Subsidiary by whom the Grantee is employed) other than for Cause on or after January 1 of the year following the date of grant (the “Grant Date”) and the Grantee will not be eligible for Retirement at the end of the salary continuation period for which the Grantee is eligible under a severance pay plan of the Company or any of its Subsidiaries or some other agreement between the Grantee and the Company or any of its Subsidiaries (as if the Grantee made any available election under such plan or agreement to extend the salary continuation period by the maximum period available to such Grantee), in either case as in effect on the date hereof (disregarding any actual election made under such plan or agreement), then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such Shares shall be issued to the Grantee on the Settlement Date. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the PRSUs by a fraction, which shall be the number of complete months from the beginning of the performance period to which the Performance Measures relate to the date of the Separation from Service (typically the last day of active employment), divided by the number of months from the beginning of the performance period to which the Performance Measures relate to the Vesting Date.

Separation from Service by the Company without Cause. If the Grantee incurs an involuntary Separation from Service by the Company (and/orand, if applicable, by any Subsidiary by for whom the Grantee is employed) other than for Cause on or after January 1 of the year following the date of grant (the “Grant Date”) and the Grantee has not attained Retirement (for all purposes under this Agreement, as such term is defined under the Plan as of the date hereof) and will not be eligible for Retirement at the end of the salary continuation period for which the Grantee is eligible under a severance pay plan of the Company or any of its Subsidiaries Subsidiary or some other agreement between the Grantee and the Company or any of its Subsidiaries Subsidiary (as if the Grantee made any available election under such plan or agreement to extend the salary continuation period by the maximum period available to such Grantee), in either case as in effect on the date hereof (disregarding any actual election made by the Grantee under such plan or agreement), then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 4(a) above awarded hereunder shall become vested and the such pro-rata number portion of such Shares PRSUs shall be settled in the form of Shares issued to the Grantee on the Settlement Date. The number of Shares PRSUs that vest shall be determined by multiplying the full number of Shares subject to the PRSUs that are actually earned based on achievement of the applicable Performance Measures by a fraction, the numerator of which shall be the number of complete completed months of the Grantee’s employment from the beginning of the performance period to which the Performance Measures relate Grant Date to the date of the Grantee’s Separation from Service (typically the last day of active employment), divided by and the denominator of which shall be the total number of months from the beginning of the performance period to which the Performance Measures relate Grant Date to the Vesting Date.

Separation from Service by the Company without Cause. If the Grantee incurs an involuntary Separation from Service by the Company (and/orand, if applicable, by any Subsidiary by for whom the Grantee is employed) other than for Cause on or after January 1 of the year following the date of grant (the “Grant Date”) and the Grantee will not be eligible for Retirement at the end of the salary continuation period for which the Grantee is eligible under a severance pay plan of the Company or any of its Subsidiaries or some other agreement between the Grantee and the Company or any of its Subsidiaries (as if the Grantee made any available election under such plan or agreement to extend the salary continuation period by the maximum period available to such Grantee)Company, in either case as in effect on the date hereof (disregarding any actual election made under such plan or agreement)hereof, then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, then a pro-rata portion of the PRSUs RSUs referred to in Section 4(a) above shall become vested and the pro-rata appropriate number of such vested Shares shall be issued to the Grantee within sixty (60) days after such Separation from Service, unless such Grantee is a “specified employee” on the Settlement Datedate of Separation from Service, as defined in Code Section 409A and determined pursuant to procedures and elections made by the Company from time to time, in which case, the vested Shares shall be issued on the date which is six months after the Separation from Service. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the PRSUs RSU by a fraction, which shall be the number of complete months of employment from the beginning date of grant (the performance period to which the Performance Measures relate “Grant Date”) to the date of the Separation from Service (typically the last day of active employment), divided by the number of months from the beginning of the performance period to which the Performance Measures relate Grant Date to the Vesting Date.

Separation from Service by the Company without Cause. If the Grantee incurs an involuntary Separation from Service by the Company (and/or, if applicable, by any Subsidiary by whom the Grantee is employed) other than for Cause on or after January 1 of the year following the date of grant (the “Grant Date”) and the Grantee will not be eligible for Retirement (for all purposes under this Agreement, as such term is defined under the Plan as of the date hereof) at the end of the salary continuation period for which the Grantee is eligible under a severance pay plan of the Company or any of its Subsidiaries or some other agreement between the Grantee and the Company or any of its Subsidiaries (as if the Grantee made any available election under such plan or agreement to extend the salary continuation period by the maximum period available to such Grantee), in either case as in effect on the date hereof (disregarding any actual election made under such plan or agreement), then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such Shares shall be issued to the Grantee on the Settlement Date. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the PRSUs that are actually earned based on achievement of the applicable Performance Measures by a fraction, which shall be the number of complete months from the beginning of the performance period to which the Performance Measures relate Grant Date to the date of the Separation from Service (typically the last day of active employment), divided by the number of months from the beginning of the performance period to which the Performance Measures relate Grant Date to the Vesting Date.