termination of employment after reaching the earliest of # age 55 with five (5) completed years of service, [or] # 80 points (with one point credited for each completed age year and one point credited for each completed year of service) [or # age 65, provided that such age is attained by the end of the vesting period]; and

TERMINATION OF EMPLOYMENT – PARTIAL PLAN YEAR – NO CHANGE IN CONTROL. If prior to the last day of a Plan Year during which a Change in Control does not occur (a “Routine Plan Year”), a Participant’s employment terminates as a result of the Participant's death, disability, or Retirement, such Participant shall receive an incentive equal to the amount that the Participant would have received as an incentive if such Participant had remained an employee through the end of the Plan Year multiplied by a fraction, the numerator of which is the number of days that elapsed during the Plan Year in which the termination occurs prior to and including the date of the Participant’s termination of employment and the denominator of which is the number of days in the full Plan Year (a "pro rata incentive"). If a Participant's employment terminates for any other reason during a Routine Plan Year, then no incentive shall be payable to the Participant for such Plan Year, provided, that at its discretion, the Committee may determine to pay such Participant (other than a Participant terminated for cause) up to a pro rata incentive.

TERMINATION OF EMPLOYMENT – PARTIAL PLAN YEAR – WITH CHANGE IN CONTROL. If prior to the last day of a Plan Year during which a Change in Control occurs (a “Change in Control Plan Year”),

One-Year Anniversary of Termination of Employment. Within 60 days following the one-year anniversary of the Participant’s Termination of Employment, other than on account of death.

A Participant who incurs a Termination of Employment and is rehired prior to the later of the end of the Plan Year or the date the Bonus for such Plan Year is paid in cash, will continue Bonus Deferrals for such Plan Year in accordance with his or her election in effect immediately prior to the Termination of Employment.

Employment Termination. Pennypacker understands that his employment with ​ is considered ended effective the Separation Date, based on Employee’s resignation.

Employment Termination. Except as set forth in [Section 2(c)] below and on [Schedule 1], upon the cessation of the Participant's services with the Company for any reason, all unvested PSUs shall be automatically forfeited as of such cessation of services. For purposes of this PSU award, services with the Company shall include services as an employee or director of, or consultant or advisor to, the Company or to a parent or subsidiary of the Company, or any successor to the Company.

Employment Termination. The Parties acknowledge and agree that Employee’s employment with the ​ terminated on the Termination Date. Following the Termination Date, Employee shall not be, or represent that Employee is, an employee, agent, or representative of the ​. Without limiting the foregoing, the Parties agree to deem the termination to be a termination without “Cause” (as defined in the Employment Agreement) and Employee will no longer be an officer of the ​ or any of its affiliates.

The Compensation Committee may amend, suspend or terminate the Plan at any time in its sole discretion. Such discretion may be exercised any time before, during, and after the Plan Year is completed. In the event of the Plan’s termination prior to the payment of an Award, such Award will not be payable under this Plan. Such discretion may be exercised any time before, during and after the Incentive Plan Year is completed. No Participant shall have any vested right to receive any payment until actual delivery of such compensation.

Eligibility for Credit. An Employee who satisfies the eligibility requirements of [Section 2.1] during a Plan Year will receive a Restoration Match Credit for the Plan Year if he or she: # was actively employed and eligible to participate in this Plan on the last business day of the Plan Year; # has experienced a Termination of Employment as defined under [Section 1.2.44(a)] during the Plan Year after attaining age 55 and completing five (5) “years of vesting service” as defined in the Target Pension Plan; # has experienced a Termination of Employment as a result of death; or # has become Disabled during such Plan Year.