"Upon termination of employment without cause, and provided you do not violate your
employment obligations, including non-compete obligations, a) if you are over the age of
59 years at the time of termination, 12,5 % of all unissued Award Shares shall vest at each
of the first four anniversaries of the termination date and the remaining 50 % shall vest on
the fifth anniversary thereof; and b) if you are 59 years of age or younger at the time of termination, 50 % of such amounts will vest on this schedule. Unless otherwise determined
by the Committee, upon your termination of employment with J._____