“Qualifying Retirement” shall mean a voluntary termination of Service by the Colleague after the Colleague’s attainment of either (i) the age of 55 and the Colleague’s completion of 10 Years of Service, or (ii) the age of 65 and the Colleague’s completion of 5 Years of Service, provided that the Committee has not determined that a basis exists for the Colleague’s termination of Service for Cause at the time of such termination of Service.

“Qualifying Retirement” shall mean a voluntary terminationmeans that the Compensation Committee of the Board of Directors of the Company (“Committee”), in its sole discretion, determines that the sole reason for the Participant’s Termination of Service is a Qualifying Retirement. The following thresholds shall act as triggers for an analysis by the Colleague afterCommittee of whether such Termination of Service is a Qualifying Retirement: # Termination of Service solely due to retirement following the Colleague’s attainment of either (i)age sixty-two (62) or permitted early retirement as determined by the age of 55 and the Colleague’s completion of 10 Years of Service, or (ii) the age of 65 and the Colleague’s completion of 5 Years of Service, provided that the Committee has not determined that a basis exists for the Colleague’s terminationCommittee; # Termination of Service solely due to retirement following the attainment of age fifty-five (55) and ten (10) years of employment with the Company or any Subsidiary; or # Termination of Service solely due to retirement following the attainment of age fifty (50) and fifteen (15) years of employment with the Company or any Subsidiary, or for Cause atother reasons as determined by the time of such termination of Service.Committee.

“Qualifying Retirement” shall mean that the Employee voluntarily retires from the employ of the Company or its Subsidiaries at or after both attaining age fifty-five (55) and completing five (5) consecutive years of service. For purposes of this Agreement, a voluntary“year of service” shall mean a twelve (12) month period of continuous full-time employment with the Company (determined without regard to any breaks in service due to any paid leave of absence or any unpaid leave of absence authorized in writing by the Company). For the avoidance of doubt, termination of Servicethe Employee’s employment by the Colleague after the Colleague’s attainment ofCompany, either (i) the age of 55 and the Colleague’s completion of 10 Years of Service,with or (ii) the age of 65 and the Colleague’s completion of 5 Years of Service, provided that the Committee haswithout Cause, shall not determined thatbe treated as a basis exists for the Colleague’s termination of Service for Cause at the time of such termination of Service.Qualifying Retirement.