Common use of Termination of Employment and Change in Control Clause in Contracts

Termination of Employment and Change in Control. In the event the Company (or the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro- rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event of a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate.

Termination of Employment and Change in Control. In the event the Company (or the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro- pro-rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event of a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate.. Performance Period A Performance Period will coincide with each fiscal year and will continue for a 3 year period, unless otherwise specified. Each year a new three-year Performance Period will commence. Award Each Participant in the PSA Program has a target Award opportunity for the Performance Period, which must be established no later than the latest possible date that will not jeopardize an Award’s qualification as performance based compensation under Section 162(m) of the Internal Revenue Code of 1986 as amended. This target is determined by the Committee. The Award opportunity is established for each executive pay grade level considering competitive performance share award opportunities for comparable positions. Performance Goals Participants will have their actual Award payment determined based upon the Company’s performance. The performance goals established for a Performance Period and the formula for determining the “Performance Share Award Factor,” as defined below, will be displayed in Exhibit A. PSA Program Award Formula Participants are limited to a maximum Award equal to 200% of the target Award established for each Participant by the Committee. Final Awards will be distributed in shares of the Company’s Common Stock. The Performance Share Award Factor is the combined performance level achieved by the Company against the two target measures of Total Shareholder Return (“TSR”) and Return on Net Assets (“RONA”). The Award formula is provided below: PSA Factors (TSR & RONA) X Participant’s Target Award (Base Pay x Target percent ÷ by Stock Price on Award Date) = Final Performance Share Award

Termination of Employment and Change in Control. In the event the Company (or the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro- pro-rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event of a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate. Performance Period A Performance Period will begin on January 1 of each year and continue to December 31, three years hence. On January 1 of each year a new three-year Performance Period will commence, except that initially the PSA Program will commence with two Performance Periods that will run concurrently with one Performance Period having a period of two years and the other a period of three years.

Termination of Employment and Change in Control. In the event the Company (or the Subsidiary employing a Participant) terminates a Participant as an Employee without Cause or Participant ceases to be an Employee as the result of Participant’s death or Disability, Participant will be entitled to receive a pro- pro-rated amount of the Award that would have actually been earned during the Performance Period had Participant remained an Employee through the end of the Performance Period based on the amount of time Participant was an Employee during the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event a Participant ceases to be an Employee as the result of his or her Retirement, Participant will be entitled to receive 100% of the Award that would have otherwise been earned had Participant remained employed through the end of the Performance Period, which will be settled at the time it would have otherwise been paid had Participant remained employed through the end of the Performance Period. In addition, in the event of a Change in Control that occurs during the Performance Period while a Participant is an Employee, an Award will be deemed earned and paid out as if all performance objectives under the Performance Share Award Program had been earned at target, which will be settled upon consummation of the Change in Control. Subject to the foregoing acceleration provisions and any such provisions set forth in the Plan, in the event Participant ceases to be an Employee for any or no reason before Participant earns any portion of an Award, the Award and Participant’s right to acquire any Shares thereunder will immediately terminate.