The Company shall pay any amount of the Annual Target Payout that has been earned with respect to each year in the Performance Period as soon as practicable following the Committee’s approval of the achievement of the Annual Net Sales Wins Goal for such year (but in no event later than the end of the year following such year in the Performance Period), provided that, except as set forth below, you are continuously employed by or in the service of the Company or an Affiliate until the applicable payment date.
Upon your separation from employment and service with the Company and its Affiliates prior to the final payment date under this Award, you shall automatically and immediately forfeit your right to any future payments, except as follows:
•If your employment or service relationship with the Company and its Affiliates is terminated as a result of your death or disability (within the meaning of Code Section 22(e)(3)), then you or your estate shall remain eligible to receive any future Annual Target Payouts that were or would otherwise have been earned absent such termination based on the Company’s achievement of the Annual Net Sales Wins Goals. Any such Annual Target Payouts will be paid at the same time as they would have been paid under this Award had your employment or service continued until the payment date.
•If your employment or service relationship with the Company and its Affiliates terminates as a result of your retirement upon or after age 65, then, provided such retirement is approved by the Committee (your “Retirement”), you will remain eligible to receive (a) any Annual Target Payout that relates to a year ending prior to your Retirement (less any amounts previously paid with respect to such year) and (b) a portion of any future Annual Target Payouts that were or would otherwise have been earned absent such Retirement based on the Company’s achievement of Annual Net Sales Wins Goals. The portion referred to in clause (b) shall be equal to the total amount of such Annual Target Payouts you would have received absent such Retirement multiplied by a fraction, the numerator of which is the number of days during the Performance Period prior to the date of your Retirement and the denominator of which is the total number of days in the Performance Period. Any such Annual Target Payouts will be paid at the same time as they would have been paid under this Award had your employment or service continued until the payment date.
Upon a Change in Control (as defined below), this Award will be converted into a right to receive at the time of such Change in Control a cash payment equal to (a) any Annual Target Payout that relates to a year ending on or prior to such Change in Control (less any amounts previously paid with respect to such year) and (b) the sum of any other Annual Target Payouts relating to the year in which the Change in Control occurred and any future years remaining in the Performance Period, in each case calculated at the target level.
For purposes of this Agreement, a “Change in Control” means any event which results in the legal or beneficial ownership of shares of voting stock of the Company granting the holder or holders thereof a majority of the votes for the election of the majority of the Board of Directors (or other supervisory board) of the Company being owned by any person or entity (or group of persons or entities acting in concert) other than any one or more of the following acting alone or in concert: (i) the respective spouses and descendants of Harry V. Quadracci, Harry R. Quadracci or Thomas A. Quadracci and/or the spouses of any such descendants, (ii) the respective executors, administrators, guardians or conservators of the estates of any Harry V. Quadracci, Harry R. Quadracci, Thomas A. Quadracci or the Persons described in clause (i) above, (iii) trustees holding shares of voting stock of the Company for the benefit of any of the persons described in clause (i) or (ii) above and (iv) any employee stock ownership or other benefit plan of the Company (together, the "Permitted Holders"). Notwithstanding the foregoing, the transfer of legal or beneficial ownership of any of the shares of voting stock of the Company to a new entity shall not be a Change in Control if a majority of the voting stock of such new entity is owned by Permitted Holders. In the event such a transfer occurs, the foregoing definition of "Change in Control" shall be construed with respect to the new entity that owns all of the voting stock of the Company (as opposed to the Company itself).