Common use of Termination and Retirement Clause in Contracts

Termination and Retirement. Upon your Termination of Employment for any reason, other than your death, Disability or Retirement, any and all unvested RSUs underlying this Award, together with any and all unvested accumulated Dividend Equivalents, shall automatically be cancelled for no consideration, and shall cease to be outstanding. For avoidance of doubt, should you cease to be an Employee but otherwise continue in service as a contractor or consultant, you will forfeit any and all unvested RSUs unless otherwise approved by the Committee. In the event of your Termination of Employment due to Retirement (as defined below), the unvested RSUs underlying the Award shall continue to vest and be settled in accordance with the original vesting schedule as set forth in the Grant Notice as if you had remained an Employee during the full vesting period; provided, however, that (i) during your employment with the Company or any Affiliate or any time thereafter during the full vesting period, you have not and do not engage in any activity in competition with the Company or any Affiliate or which is inimical, contrary or harmful to the interests of the Company or any Affiliate (to the fullest extent not prohibited by applicable law), as determined by the Committee, and you certify as to such non-engagement upon the request of the Company; and (ii) upon the request of the Company, you execute and do not revoke a release of claims in favor of the Company and its Affiliates, in a form satisfactory to the Company which must be executed by you and delivered to the Company by no later than the 52nd day following the date of your Retirement. For the avoidance of doubt, the unvested RSUs underlying the Award will be cancelled for no consideration and cease to be outstanding if you engage in any of the prohibited conduct as described in this subsection 2(c)(ii).

Termination and Retirement. Upon your Termination of (a) If Executive shall die during --------------------------- the Employment for any reasonPeriod, other than your deaththis Agreement shall terminate, Disability or Retirementexcept that (i) Executive's surviving spouse or, any and all unvested RSUs underlying this Awardif none, together with any and all unvested accumulated Dividend Equivalentshis estate, shall automatically be cancelled entitled to receive Executive's compensation (including bonus) to the last day of the third calendar month following the date of his death; and (ii) such termination shall not affect any rights which Executive may have at the time of his death pursuant to any insurance or other death benefit, retirement, stock option or other plans or arrangements of the Company or of any subsidiary or affiliate of the Company, which rights shall continue to be governed by the provisions of such plans and arrangements. (b) At the sole discretion of the Board of Directors, Executive may be terminated if the Executive is disabled (as defined below) and shall have been absent from his duties with the Company on a full time basis for no considerationone hundred and eighty (180) consecutive days, and shall cease to be outstanding. For avoidance of doubt, should you cease to be an Employee but otherwise continue in service as a contractor or consultant, you will forfeit any and all unvested RSUs unless otherwise approved within thirty (30) days after written notice by the CommitteeCompany to do so, the Executive shall not have returned to the performance of his duties hereunder on a full time basis. In the event of your Termination of Employment due to Retirement (as defined below)such termination, the unvested RSUs underlying Company shall make to Executive the Award payments specified in Section 4(d). As used herein, the term "disabled" shall continue to vest and be settled in accordance with the original vesting schedule as set forth in the Grant Notice as if you had remained an Employee during the full vesting period; provided, however, that (i) during your mean that Executive -------- is unable, as a result of a medically determinable physical or mental impairment, to perform the duties and services of his position, or (ii) have the meaning specified in any disability insurance policy maintained by the Company, whichever is more favorable to the Executive. (c) The Company may, by written notice to Executive, terminate Executive's employment hereunder for cause, which termination shall be effective as of the date of receipt of such notice by Executive. In the event of a termination for cause, the Company shall not be required to give any prior notice per Section 2 herein, and Executive shall receive no severance benefits whatsoever. As used herein, "cause" shall mean (i) the conviction of Executive ----- of a felony or conviction of a misdemeanor if such misdemeanor involves moral turpitude; or (ii) Executive's voluntary engagement in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of Company funds in the course of his employment; or (iii) the willful refusal to carry out specific directions of the Board of Directors, which directions shall be consistent with the Company provisions hereof; or (iv) Executive's committing any Affiliate act of gross negligence or intentional misconduct in the performance or non-performance of his duties as an employee of the Company; or (v) any time thereafter during material breach by the full vesting period, you have not and do not engage in Executive of any activity in competition with the Company or any Affiliate or which is inimical, contrary or harmful material provision of this Agreement (other than for reasons related only to the interests business performance of the Company or any Affiliate (to business results achieved by the fullest extent not prohibited by applicable lawExecutive). For purposes of this Section 4(c), as determined no act or failure to act on Executive's part shall be considered to be reason for termination for cause if done, or omitted to be done, by Executive in good faith and with the Committee, and you certify as to such non-engagement upon reasonable belief that the request action or omission was in the best interests of the Company; and (ii) upon the request of the Company, you execute and do not revoke a release of claims in favor of the Company and its Affiliates, in a form satisfactory to the Company which must be executed by you and delivered to the Company by no later than the 52nd day following the date of your Retirement. For the avoidance of doubt, the unvested RSUs underlying the Award will be cancelled for no consideration and cease to be outstanding if you engage in any of the prohibited conduct as described in this subsection 2(c)(ii).