Termination by Legacy Pursuant to [Section 12.2 or 12.3]3]. Upon any termination of this Agreement by Legacy pursuant to [Section 12.2 or 12.3]3]:

The participation of Tier I Legacy Retirees (and their spouses who are covered on the date of the retirement of the Tier I Legacy Retiree) in the CBL group medical insurance plan would continue as follows:

notwithstanding the foregoing, # Legacy Licensees shall have the privilege of selling all finished Legacy Royalty Products or Legacy Royalty Products in the process of manufacture as of the date this Agreement is terminated (the “Termination Date”) upon commercially reasonable conditions in the Legacy Field, # any above-referenced assignment of any tangible or intangible assets to Primary by Legacy shall be made subject to the rights any Legacy Licensee may have with respect to such assets under any Downstream Agreement surviving such termination in accordance with Section

Termination Due to Retirement. Except as otherwise provided by the Plan Administrator in his, her, or its discretion, if a Participant Retires during a Plan Year or after the end of a Plan Year but prior to receiving payment for such Plan Year, such Participant will receive prorated short-term incentive compensation for the portion of the Plan Year worked.

Retirement, Death or Termination. A Participant whose employment with the Company and Related Companies terminates during a performance period because of Retirement or death shall be entitled to the prorated value of earned Performance Units, issued with respect to that performance period, at the conclusion of the performance period based on the ratio of the months employed during the period to the total months of the performance period. If the Participant=s employment with the Company and Related Companies terminates during a performance period for any reason other than Retirement or death, the Performance Units issued with respect to that performance period will be forfeited on the date his employment with the Company and Related Companies terminates. Notwithstanding the foregoing provisions of this Part VI, if a Participant’s employment with the Company and Related Companies terminates before the end of the Performance Period with respect to any Performance Units awarded to him, the Board may determine that the Participant will be entitled to receive all or any portion of the units that he or she would otherwise receive, and may accelerate the determination and payment of the value of such units or make such other adjustments as the Board, in its sole discretion, deems desirable.

Termination Due to Retirement. Unless otherwise provided in the Agreement, in the event that a Participant terminates his employment or service with the Company or one of its Subsidiaries due to retirement (as defined in the applicable policy of the Company in effect at the time), then, provided either # upon such retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or # the Participant executes and delivers to the Company, no later than the date of such retirement, a non-competition agreement in a form acceptable to the Company, all Options and/or Stock Appreciation Rights that are not already vested or exercisable shall be automatically vested and exercisable, any remaining Period of Restriction applicable to Restricted Stock Shares and/or Restricted Stock Units shall automatically terminate, and the achievement or satisfaction of any Performance Goals applicable to unvested Awards during any Performance Period shall be adjusted through the date of termination as determined by the Committee.

Retirement. If, due to Retirement, your Service terminates at least twelve (12) months after the Grant Date and prior to the end of the Performance Period, then your Units shall remain outstanding and eligible to vest on the Scheduled Vesting Date, and the number of Units vesting on the Scheduled Vesting Date will equal the number of Units that would have vested pursuant to this Agreement if your termination of Service had not occurred. For this purpose, Retirement means any termination of employment (other than by the Company for Cause or due to death or Disability) at or after age sixty-five (65) or at or after age fifty-five (55) with ten (10) or more years of continuous Service to the Company and its Affiliates, with Service measured from your most recent date of hire.

Retirement. Upon Retirement, the Units shall remain outstanding until they vest or are forfeited in accordance with the terms set forth in [Sections 3(a)] and [Schedule A].

Retirement. If a Grantee terminates employment during the Award Period by retirement (including early and disability retirement), then this PSU Award will continue and be distributable on a pro rata basis at the time active Grantees receive such distributions with respect to that Award Period based on the Final Award. The pro rata portion shall be determined by multiplying the Final Award by a fraction, the numerator of which is the number of completed months in the Award Period during which the Grantee was employed by the Company or JV, and the denominator of which is 36. For Grantees who are employed in the U.S., “retirement” means a termination of employment after attaining the earliest of # age 55 with at least 10 years of service # such age and service that provides eligibility for subsidized retiree medical coverage or # age 65 without regard to years of service. For other Grantees, “retirement” is determined by the Company.

Retirement. If an Eligible Director’s term of service as a director is terminated by reason of retirement on or after normal retirement age for a director as set forth in the Company’s Corporate Governance Guidelines, the restrictions contained in any Award of Restricted Stock held by such Eligible Director shall continue to lapse in the same manner as if his or her term of service had not terminated.