Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The Policy provides for the following retirement and retention benefits:
•Acceleration of time-based equity awards. An Eligible Employee will be entitled to acceleration of vesting of any then-outstanding equity awards scheduled to vest during the applicable Vesting Period (as defined below) and that otherwise would have vested based solely on such employee's continued employment with the Company through the applicable vesting dates, effective as of the date immediately preceding the retirement date.
•Acceleration of performance-based equity awards. An Eligible Employee will be entitled to acceleration of vesting of the portion of any then-outstanding equity awards for which the relevant performance conditions have been achieved prior to the retirement date and that otherwise would have vested during the applicable Vesting Period based solely on such employee's continued employment with the Company through the applicable vesting dates, effective as of the date immediately preceding the retirement date.
•Extended post-termination exercise period of time-based equity awards. An Eligible Employee will be entitled to exercise outstanding and vested time-based equity awards that were held as of his or her retirement date, including any time-based equity awards that vest pursuant to the accelerated vesting provisions under the Policy, for a period of 12 months following the retirement date.
The Vesting Periods applicable to Eligible Employees under the Policy are set forth below:
•Chief Executive Officer: 24 months, plus an additional six months for each year of service after the age of 66.
•Senior Vice President and above: 18 months, plus an additional three months for each year of service after the age of 66.
•Vice President and below: nine months, plus an additional three months for each year of service after the age of 66.
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