Retirement. If the Participant’s employment with the Company and its Subsidiaries (the “Company Group”) Terminates and either:

Retirement. If you experience a voluntary Termination of Service at age 62 or older (such termination being referred to herein as “Retirement”), and if [clause (ii)] in the second paragraph of [Section 3(f)] is not applicable, earned Awards will be settled according to the following schedule:

Retirement. The Company shall process the termination of Employee’s employment as a retirement, and shall represent that Employee retired from Employee’s employment in any internal or external announcements and to any potential future employer who contacts the Company’s human resources department and requests confirmation of this information. Notwithstanding the foregoing, the Company agrees not to contest or dispute any unemployment insurance claim Employee files, and shall report to any unemployment insurance agency that the Company terminated Employee and not contest Employee’s receipt of unemployment benefits. The Company further agrees that the CEO will provide positive oral references to support Employee in seeking future consulting or employment opportunities.

Retirement. If you terminate employment by reason of your Retirement, any Units that have not vested prior to the date of your Retirement shall immediately vest and shares of Stock shall be issued to you, provided you have remained in continuous service with the Company or an Affiliate through the first anniversary of the Grant Date. In the event that your Retirement occurs prior to the first anniversary of the Grant Date, all unvested Units shall immediately terminate and be forfeited in their entirety. Shares of Stock for Units which vest under this Section 5 will be delivered within thirty (30) days after your employment termination date.

Retirement. For purposes of this Agreement, “Retirement” means a voluntary resignation by Employee at or after the age of 60 following continuous employment by the Company (or

Retirement. If you experience a voluntary Termination of Service at age 62 or older (such termination being referred to herein as “Retirement”) and if neither [Section 3(d)] nor [clause (ii)] in the second paragraph of [Section 3(f)] is applicable, the Awards will vest and be settled according to the following schedule:

Retirement. If Employee’s employment with the Company is terminated due to Retirement (as defined above), then, in addition to the Accrued Compensation, and subject to Employee’s compliance with Section 11(f), Employee shall receive the following severance benefits from the Company:

Retirement. If, prior to the Vesting Date, Participant’s Employment terminates as a result of his/her Retirement, and such termination occurs on or after the December 31st immediately following the Grant Date, the RSUs shall automatically vest in full on the date of such termination.

Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire and be forfeited. “Retirement” shall have the meaning set forth in [Section 8.1(cc)] of the Plan.

Retirement. In the case of a Termination by reason of Retirement, if the Participant engages in any Prohibited Activity (as defined in Exhibit A) following his Retirement, the non-vested portion of the Award may, in the sole discretion of the Committee, be immediately cancelled without payment of consideration therefor. If the Company receives an allegation of a Prohibited Activity, the Company, in its discretion, may suspend the vesting of the Award for up to three months to permit the investigation of the allegation. If the Company determines that the Participant did not engage in any Prohibited Activities, the Company shall settle the Restricted Stock Units as required under Section 6 with respect to Restricted Stock Units that would have otherwise vested but for the suspension of vesting.