| 3. | Retirement Benefits. Upon your retirement on the Retirement Date (or, if later, the termination of your employment on March 31, 2018), you will receive all compensation and benefits to which you are entitled under the Company’s compensation, perquisite and employee benefit plans and arrangements (including earned but unpaid base salary, accrued but unused vacation and vested retirement plan benefits). In addition, such retirement or termination will be deemed to be an involuntary separation from service by the Company “other than for Cause” or resignation for “Good Reason”, as applicable, for purposes of the Company’s compensation and benefit plans and arrangements (including the Offer Letter) as in effect on the date hereof; provided that, in the event you are terminated for “Cause” or resign without “Good Reason” (and not due to your Disability (within the meaning defined under the applicable plan or agreement) or your death) (“Bad Leaver”) prior to March 31, 2018, this paragraph 3 will not apply. For the avoidance of doubt, such plans and agreements include, without limitation, the Company’s (i) Severance Pay Plan (with respect to which you are considered a “Class A Employee”), (ii) Amended and Restated Change in Control Policy, (iii) 2016 Omnibus Incentive Plan, 2013 Stock Incentive Plan (including the 2015 amendment and restatement thereof), 2010 Stock Incentive Plan, and any awards and award agreements thereunder to which you are a party and (iv) 2013-2017 Executive Incentive Plan, Long Term Incentive Cash Plan and Management Incentive Plan, and any awards and award agreements thereunder to which you are a party. Also, for the avoidance of doubt, you are “retirement-eligible” for purposes of vesting, and for stock option exercise, under the terms of such incentive plans and outstanding awards. Subject to this letter, the amount of any payment or benefit to which you are entitled pursuant to the foregoing, and the time of payment thereof, will be determined in accordance with the applicable plan or agreement; provided that any such payments or benefits will be subject to any conditions or other requirements specified in the applicable plan or agreement (including any requirement to deliver a release of claims or comply with a restrictive covenant). |
