Common use of Separation from Service due to Retirement Clause in Contracts

Separation from Service due to Retirement. If the Grantee incurs a voluntary Separation from Service due to Retirement on or after January 1 of the year following the Grant Date, or the Grantee incurs an involuntary Separation from Service by the Company (and/or, if applicable by any Subsidiary by whom the Grantee is Model for Amended and Restated 2016 Plan Combined US & Int’l PRSU On-Cycle and Off-Cycle employed) other than for Cause on or after January 1 of the year following the Grant Date, and the Grantee will 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 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 Grant Date to the date of Separation from Service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

Separation from Service due to Retirement. If the Grantee incurs a voluntary Separation from Service due to Retirement on or after January 1 of the year following the Grant Date, or the Grantee incurs an involuntary Separation from Service by the Company (and/orand, if applicable by any Subsidiary by whom the Grantee is Model for Amended and Restated 2016 Plan Combined US & Int’l PRSU On-Cycle and Off-Cycle employed) other than for Cause on or after January 1 of the year following the Grant Date, Date and the Grantee will 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 permitted to 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 shall all become vested and the pro-rata number of such vested 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 Grant Date beginning of the performance period to which the Performance Measures relate to the date of Separation from Service (typically the last day of active employment)Service, divided by the number of months from the Grant Date beginning of the performance period to which the Performance Measures relate to the Vesting Date.

Separation from Service due to Retirement. If the Grantee incurs a voluntary Separation from Service due to Retirement on or after January 1 of the year following the Grant Date, or the Grantee incurs an involuntary Separation from Service by the Company (and/or, if applicable by any Subsidiary by whom the Grantee is Model for Amended and Restated 2016 Plan Combined US & Int’l PRSU On-Cycle and Off-Cycle employed) other than for Cause on or after January 1 of the year following the Grant Date, and the Grantee will 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 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 Grant Date beginning of the performance period to which the Performance Measures relate to the date of Separation from Service (typically the last day of active employment), divided by the number of months from the Grant Date beginning of the performance period to which the Performance Measures relate to the Vesting Date.

Separation from Service due to Retirement. If the Grantee incurs a voluntary Separation from Service due to Retirement on or after January 1 of the year following the Grant Date, or the Grantee incurs an involuntary Separation from Service by the Company (and/or, if applicable applicable, by any Subsidiary by whom the Grantee is Model for Amended and Restated 2016 Plan Combined US & Int’l PRSU On-Cycle and Off-Cycle employed) other than for Cause on or after January 1 of the year following the Grant Date, Date and the Grantee will 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 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 Grant Date beginning of the performance period to which the Performance Measures relate to the date of Separation from Service (typically the last day of active employment)Service, divided by the number of months from the Grant Date beginning of the performance period to which the Performance Measures relate to the Vesting Date.

Separation from Service due to Retirement. If the Grantee incurs a voluntary Separation from Service due to Retirement on or after January 1 of the year following the Grant Date, or the Grantee incurs an involuntary Separation from Service by the Company (and/orand, if applicable by any Subsidiary by whom the Grantee is Model for Amended and Restated 2016 Plan Combined US & Int’l PRSU On-Cycle and Off-Cycle employed) other than for Cause on or after January 1 of the year following the Grant Date, and the Grantee is or will 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 issued to the Grantee on the Settlement Date. The number of Shares PRSUs that vest shall be determined by multiplying the 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 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 Grant Date to the Vesting Date.