Common use of Termination/Change of Status Clause in Contracts

Termination/Change of Status. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death or Disability, all Restricted Units for which the forfeiture restrictions have not lapsed prior to the termination of the Grantee’s employment (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in the penultimate and final sentences of this Section 3) shall be immediately forfeited and Grantee shall have no further rights with respect to such Restricted Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Restricted Units. In the event that the Grantee’s employment terminates by reason of death or Disability, all Restricted Units shall be deemed vested and, the restrictions under the Plan and this Agreement with respect to the Restricted Units, including the restriction on transfer set forth in Section 4 hereof, shall automatically expire and shall be of no further force or effect as of the date such Grantee’s employment terminates. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, with the prior approval of the Compensation Committee, or its designee, (which may be withheld in its absolute discretion), the forfeiture restrictions with respect to a pro rata portion of the Grantee’s Restricted Units that were scheduled to lapse on the next Vesting Date immediately following the date that the Grantee’s employment terminates shall lapse and such Restricted Units shall be deemed vested as of the date such Grantee’s employment terminates in a pro rata amount equal to the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed from the most recent Vesting Date preceding the date that the Grantee’s employment terminated or, if the first Vesting Date has not yet occurred, the number of days that have lapsed from January 21, 2021, and (B) 365 and the Grantee shall be entitled to receive in settlement of such Restricted Units a like number of shares of the Company’s Common Stock. Promptly following the date that the Grantee’s employment terminates as a result of death, Disability or Retirement and, in the case of Retirement, the Compensation Committee, or its designee authorizes as such in accordance with this Section 3, the Company shall issue, or cause the Company’s transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled. Such shares shall be issued to the Grantee not later than the 30th day following the date that the Grantee’s employment terminates. In such event, the remaining portion of the Restricted Units for which the forfeiture restrictions have not lapsed prior to the date the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates shall be immediately forfeited and the Grantee shall have no further rights with respect to such Restricted Units.

Termination/Change of Status. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death or Disability, all Restricted Units for which the forfeiture restrictions have not lapsed prior to the termination of the Grantee’s employment (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in the penultimate and final sentences of this Section 3) shall be immediately forfeited and Grantee shall have no further rights with respect to such Restricted Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Restricted Units. In the event that the Grantee’s employment terminates by reason of death or Disability, all Restricted Units shall be deemed vested and, the restrictions under the Plan and this Agreement with respect to the Restricted Units, including the restriction on transfer set forth in Section 4 hereof, shall automatically expire and shall be of no further force or effect as of the date such Grantee’s employment terminates. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, with the prior approval of the Compensation Committee, or its designee, (which may be withheld in its absolute discretion), the forfeiture restrictions with respect to a pro rata portion of the Grantee’s Restricted Units that were scheduled to lapse on the next Vesting Date immediately following the date that the Grantee’s employment terminates shall lapse and such Restricted Units shall be deemed vested as of the date such Grantee’s employment terminates in a pro rata amount equal to the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed from the most recent Vesting Date preceding the date that the Grantee’s employment terminated or, if the first Vesting Date has not yet occurred, the number of days that have lapsed from January 2120, 20212022, and (B) 365 and the Grantee shall be entitled to receive in settlement of such Restricted Units a like number of shares of the Company’s Common Stock. Promptly following the date that the Grantee’s employment terminates as a result of death, Disability or Retirement and, in the case of Retirement, the Compensation Committee, or its designee authorizes as such in accordance with this Section 3, the Company shall issue, or cause the Company’s transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled. Such shares shall be issued to the Grantee not later than the 30th day following the date that the Grantee’s employment terminates. In such event, the remaining portion of the Restricted Units for which the forfeiture restrictions have not lapsed prior to the date the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates shall be immediately forfeited and the Grantee shall have no further rights with respect to such Restricted Units.

Termination/Change of Status. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death or Disability, all Restricted Units for which the forfeiture restrictions have not lapsed prior to the termination of the Grantee’s employment (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in the penultimate and final sentences of this Section 3) shall be immediately forfeited and Grantee shall have no further rights with respect to such Restricted Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Restricted Units. In the event that the Grantee’s employment terminates by reason of death or Disability, all Restricted Units shall be deemed vested and, the restrictions under the Plan and this Agreement with respect to the Restricted Units, including the restriction on transfer set forth in Section 4 hereof, shall automatically expire and shall be of no further force or effect as of the date such GranteeXxxxxxx’s employment terminates. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, with the prior approval of the Compensation Committee, or its designee, (which may be withheld in its absolute discretion), the forfeiture restrictions with respect to a pro rata portion of the Grantee’s Restricted Units that were scheduled to lapse on the next Vesting Date immediately following the date that the Grantee’s employment terminates shall lapse and such Restricted Units shall be deemed vested as of the date such GranteeXxxxxxx’s employment terminates in a pro rata amount equal to the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed from the most recent Vesting Date preceding the date that the Grantee’s employment terminated or, if the first Vesting Date has not yet occurred, the number of days that have lapsed from January 2118, 20212024, and (B) 365 and the Grantee shall be entitled to receive in settlement of such Restricted Units a like number of shares of the Company’s Common Stock. Promptly following the date that the Grantee’s employment terminates as a result of death, Disability or Retirement and, in the case of Retirement, the Compensation Committee, or its designee authorizes as such in accordance with this Section 3, the Company shall issue, or cause the Company’s transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled. Such shares shall be issued to the Grantee not later than the 30th day following the date that the Grantee’s employment terminates. In such event, the remaining portion of the Restricted Units for which the forfeiture restrictions have not lapsed prior to the date the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates shall be immediately forfeited and the Grantee shall have no further rights with respect to such Restricted Units.

Termination/Change of Status. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death death, Disability or DisabilityRetirement, all Restricted Units for which the forfeiture restrictions have not lapsed prior to the termination of the Grantee’s employment (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in the penultimate and final sentences of this Section 3) shall be forfeited effective immediately forfeited following the termination of Grantee’s employment, and Grantee shall have no further rights with respect to such Restricted Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Restricted Units. In the event that the Grantee’s employment terminates by reason of death death, Disability or DisabilityRetirement, all Restricted Units shall be deemed vested and, and the restrictions under the Plan and this Agreement with respect to the Restricted Units, including the restriction on transfer set forth in Section 4 hereof, shall automatically expire and shall be of no further force or effect as immediately following the termination of the date such Grantee’s employment terminates. In the event that the Grantee’s employment by with the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, with the prior approval of the Compensation Committee, or its designee, (which may be withheld in its absolute discretion), the forfeiture restrictions with respect to a pro rata portion of the Grantee’s Restricted Units that were scheduled to lapse on the next Vesting Date immediately following the date that the Grantee’s employment terminates shall lapse and such Restricted Units shall be deemed vested as of the date such Grantee’s employment terminates in a pro rata amount equal to the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed from the most recent Vesting Date preceding the date that the Grantee’s employment terminated or, if the first Vesting Date has not yet occurred, the number of days that have lapsed from January 21, 2021, and (B) 365 and the Grantee shall be entitled to receive in settlement of such Restricted Units a like number of shares of the Company’s Common Stock. Promptly following the date that the Grantee’s employment terminates as a result of death, Disability or Retirement and, in the case of Retirement, the Compensation Committee, or its designee authorizes as such in accordance with this Section 3, the Company shall issue, or cause the Company’s transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled. Such shares shall be issued to the Grantee not later than the 30th day following the date that the Grantee’s employment terminates. In such event, the remaining portion of the Restricted Units for which the forfeiture restrictions have not lapsed prior to the date the Grantee’s employment by terminates with the Company (or any Subsidiary or Affiliate thereof) terminates shall be immediately forfeited and of the Company); provided, however, that any shares of the Company’s Common Stock issuable to the Grantee on account of the acceleration of the vesting of any Restricted Units in connection with the termination of the Grantee’s employment (or any Subsidiary or Affiliate of the Company) by reason of Retirement shall have no further rights not be issued to the Grantee until the next business day following the date that is six months following the date the Grantee’s employment terminated if such a delay is necessary to avoid the imposition of any additional tax on the Grantee under Section 409A of the Code. Notwithstanding anything in the Plan to the contrary, “Retirement” for purposes of this Agreement means the Grantee’s resignation after completing thirty (30) years of service with respect to such Restricted Unitsthe Company, or any Subsidiary thereof, or after attaining sixty-five (65) years of age and completing twenty (20) years of service with the Company or any Subsidiary thereof.

Termination/Change of Status. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death death, Disability or DisabilityRetirement, all shares of Restricted Units Stock for which the forfeiture restrictions have not lapsed prior to the termination of the Grantee’s employment (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in the penultimate and final sentences of this Section 35) shall be immediately forfeited and the Grantee shall have no further rights with respect to such shares of Restricted Units Stock. Moreover, in the event that the Grantee’s employment by the Company (or shares any Subsidiary or Affiliate of the Company) terminates for any reason other than death, Disability or Retirement, the Company will recoup, recover, and recapture from the Grantee any dividends previously paid, or declared but not yet paid, on any shares of Restricted Stock for which the forfeiture restrictions had not yet lapsed (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in the penultimate and final sentences of this Section 5) prior to the termination of the Grantee’s Common Stock that may have been issuable in settlement employment and the Company shall be entitled to set off (out of amounts otherwise payable or paid to the Grantee by the Company or any Subsidiary or Affiliate thereof) or otherwise require the Grantee or the Custodian to repay to the Company the amount of any such forfeited Restricted Unitsdividends. In the event that the Grantee’s employment terminates by reason of death or Disability, Disability all Restricted Units Stock shall be deemed vested as of the date that the Grantee dies or the Company determines that the Grantee was disabled and, the restrictions under the Plan and this Agreement with respect to the Restricted Units, including the restriction on transfer set forth in Section 4 hereof, Stock shall automatically expire and shall be of no further force or effect as of the date such Grantee’s employment terminatesdate. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, with the prior approval of the Compensation Committee, or its designee, (which may be withheld in its absolute discretion), the forfeiture restrictions with respect to a pro rata that portion of the Grantee’s shares of Restricted Units Stock that were scheduled to would have vested for the Performance Period in which the Grantee’s Retirement occurred but for the fact that the Grantee was not employed for the entire Performance Period shall lapse on the next Vesting Date immediately following as of the date that described in Section 2(a)(i), (a)(ii) or (a)(iii), as applicable, and such shares shall be deemed vested in an amount equal to the product of (i) the number of shares of Restricted Stock granted under this Agreement for the Performance Period in which the Grantee’s employment terminates shall lapse by reason of Retirement that would have vested based on the Company’s actual performance for the Performance Period and such Restricted Units shall be deemed vested as of the date such Grantee’s employment terminates in a pro rata amount equal to (ii) the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed from the most recent Vesting Date preceding the date that as of the Grantee’s employment terminated or, if date of Retirement from the first Vesting Date has not yet occurred, day of the number of days that have lapsed from January 21, 2021, applicable Performance Period and (B) 365 and 365, and, the Grantee shall be entitled to receive in settlement of such Restricted Units Stock a like number of shares of the Company’s Common Stock. Promptly following Any remaining unvested Restricted Stock (and any related dividends held by the date that Custodian or previously paid to the Grantee’s employment terminates as a result of death, Disability or Retirement and, in the case of Retirement, the Compensation Committee, or its designee authorizes as such ) will be immediately forfeited in accordance with this Section 3, the Company shall issue, or cause the Company’s transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled. Such shares shall be issued to the Grantee not later than the 30th day following the date that the Grantee’s employment terminates. In such event, the remaining portion of the Restricted Units for which the forfeiture restrictions have not lapsed prior to the date the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates shall be immediately forfeited and the Grantee shall have no further rights with respect to such Restricted Units5.

Termination/Change of Status. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death or Disability, all Restricted Units for which the forfeiture restrictions have not lapsed prior to the termination of the Grantee’s employment (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in the penultimate and final sentences of this Section 3) shall be immediately forfeited and Grantee shall have no further rights with respect to such Restricted Units or shares of the Company’s Common Stock that may have been issuable in settlement of such forfeited Restricted Units. In the event that the Grantee’s employment terminates by reason of death or Disability, all Restricted Units shall be deemed vested and, the restrictions under the Plan and this Agreement with respect to the Restricted Units, including the restriction on transfer set forth in Section 4 hereof, shall automatically expire and shall be of no further force or effect as of the date such GranteeXxxxxxx’s employment terminates. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, with the prior approval of the Compensation Committee, or its designee, (which may be withheld in its absolute discretion), the forfeiture restrictions with respect to a pro rata portion of the Grantee’s Restricted Units that were scheduled to lapse on the next Vesting Date immediately following the date that the Grantee’s employment terminates shall lapse and such Restricted Units shall be deemed vested as of the date such GranteeXxxxxxx’s employment terminates in a pro rata amount equal to the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed from the most recent Vesting Date preceding the date that the Grantee’s employment terminated or, if the first Vesting Date has not yet occurred, the number of days that have lapsed from January 2117, 20212023, and (B) 365 and the Grantee shall be entitled to receive in settlement of such Restricted Units a like number of shares of the Company’s Common Stock. Promptly following the date that the Grantee’s employment terminates as a result of death, Disability or Retirement and, in the case of Retirement, the Compensation Committee, or its designee authorizes as such in accordance with this Section 3, the Company shall issue, or cause the Company’s transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled. Such shares shall be issued to the Grantee not later than the 30th day following the date that the Grantee’s employment terminates. In such event, the remaining portion of the Restricted Units for which the forfeiture restrictions have not lapsed prior to the date the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates shall be immediately forfeited and the Grantee shall have no further rights with respect to such Restricted Units.

Termination/Change of Status. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates for any reason, other than death death, Disability or DisabilityRetirement, all shares of Restricted Units Stock for which the forfeiture restrictions have not lapsed prior to the termination of the Grantee’s employment (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in the penultimate and final sentences of this Section 35) shall be immediately forfeited and Grantee shall have no further rights with respect to such shares of Restricted Units Stock. Moreover, in the event that the Grantee’s employment by the Company (or shares any Subsidiary or Affiliate of the Company) terminates for any reason other than death, Disability or Retirement, the Company will recoup, recover, and recapture from the Grantee any dividends previously paid, or declared but not yet paid, on any shares of Restricted Stock for which the forfeiture restrictions had not yet lapsed (including, after giving effect to any pro rata lapsing of the forfeiture restrictions as provided for in the penultimate and final sentences of this Section 5) prior to the termination of the Grantee’s Common Stock that may have been issuable in settlement employment and the Company shall be entitled to setoff (out of amounts otherwise payable or paid to the Grantee by the Company or any Subsidiary or Affiliate thereof) or otherwise require the Grantee to repay to the Company the amount of any such forfeited Restricted Unitsdividends. In the event that the Grantee’s employment terminates by reason of death or Disability, Disability all Restricted Units Stock shall be deemed vested and, the restrictions under the Plan and this Agreement with respect to the Restricted UnitsStock, including the restriction on transfer set forth in Section 4 6 hereof, shall automatically expire and shall be of no further force or effect as of the date such Grantee’s employment terminateseffect. In the event that the Grantee’s employment by the Company (or any Subsidiary or Affiliate of the Company) terminates by reason of Retirement, with the prior approval of the Compensation Committee, or its designee, (which may be withheld in its absolute discretion), the forfeiture restrictions with respect to a pro rata portion of the Grantee’s shares of Restricted Units Stock that were was scheduled to lapse on the next Vesting Date immediately following the date that the Grantee’s employment terminates shall lapse and such Restricted Units shares shall be deemed vested as of the date such Grantee’s employment terminates in a pro rata amount equal to the quotient, expressed as a percentage, resulting from dividing (A) the number of days that have lapsed from the most recent Vesting Date preceding the date that the Grantee’s employment terminated or, if the first Vesting Date has not yet occurred, the number of days that have lapsed from January 21, 2021, and (B) 365 and the Grantee shall be entitled to receive in settlement of such Restricted Units Stock a like number of shares of the Company’s Common Stock. Promptly following the date that the Grantee’s employment terminates as a result of death, Disability or Retirement and, in the case of Retirement, the Compensation Committee, or its designee authorizes as such in accordance with this Section 3, the Company shall issue, or cause the Company’s transfer agent to issue, in the name of the Grantee, a stock certificate, or, in lieu of such a certificate, record an electronic book entry position, representing the number of shares of the Company’s Common Stock into which the Restricted Units (and any additional Restricted Units issued pursuant to Section 2 of this Agreement, if any) are to be settled. Such shares shall be issued to the Grantee not later than the 30th day following the date that the Grantee’s employment terminates. In such event, the remaining portion of the shares of Restricted Units Stock for which the forfeiture restrictions have not lapsed prior to the date the Grantee’s employment by the Company (or any Subsidiary or Affiliate thereof) terminates (and any related dividends held by the Custodian or previously paid to the Grantee) shall be immediately forfeited and the Grantee shall have no further rights with respect to such shares of Restricted UnitsStock.