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.

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.

Termination Due to Disability or Retirement. If a Participant’s employment with the Company or a Participating Subsidiary terminates during a Purchase Period due to Disability or Retirement no more than three months before the Purchase Date for the Purchase Period, at the Participant’s election, the balance in the Participant’s Account will be # distributed to the Participant, or # held until the end of the Purchase Period and applied to purchase Shares in accordance with Article VI. [Section 9.3(ii)] shall apply in the event the Participant fails to make a timely election pursuant to rules established by the Committee.

Termination Due to Death, Disability or Retirement. In the event that the Participant's employment with the Company or a Subsidiary terminates prior to the end of the Performance Period due to death, disability or retirement. The Participant's Actual Option Shares will equal the Actual Option Shares determined under Section 2 multiplied by a fraction, the numerator of which is the number of full calendar months, beginning on the first day of the Performance Period and ending on the date of the Participant's termination of employment, and the denominator of which is 12.

Termination Upon Retirement. If the Termination Event is due to the Retirement of Executive, Executive shall be entitled to receive, as soon as practicable following the date of termination:

Full Retirement, Early Retirement, Involuntary Termination Without Cause or Termination Due to Death or Disability.

Termination of Employment (other than Qualifying Termination) Due to Death, Retirement or Triggering Event

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.

Retirement. If the Retirement Conditions are satisfied, any outstanding unvested RSUs shall vest in full as of the date the last of the Retirement Conditions is satisfied, as applicable. The “Retirement Conditions” are: # the [[Team Member:Person]] attaining age 55 and completing at least 5 years of Service (which 5 years need not be continuous) on or prior to the [[Team Member:Person]]’s # voluntary termination of Service, or # termination of Service resulting from the Company’s elimination of the [[Team Member:Person]]’s position (“Position Elimination”), # the Company receiving a valid unrevoked Release Agreement from the [[Team Member:Person]], and # the [[Team Member:Person]] commencing discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the [[Team Member:Person]]’s consideration of termination at least six months prior to the [[Team Member:Person]]’s voluntary termination of Service. The Company, in its sole discretion, determines the cause of a [[Team Member:Person]]’s termination of Service, including whether the requirements of [Section 4(a)(i)(1) or 4(a)(i)(2)])] have been satisfied. If the Company determines a [[Team Member:Person]] not affected by a Position Elimination received a separation agreement, such [[Team Member:Person]] will not satisfy the requirements of [Section 4(a)(i)(1)].

Retirement. This Agreement shall be terminated upon the early or normal retirement of the Officer under the benefit plan(s) in which the Officer participates pursuant to [Section 6] of this Agreement.