Common use of Vesting of Restricted Stock Units Clause in Contracts

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: If this % of the Performance Measure is achieved (without rounding): This % of one third (1/3) of the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units will vest according to the following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. schedule: General The actual number of Restricted Stock Units that will vest on a particular Vesting Date become eligible for vesting as set forth below will depend upon the Company’s Adjusted Operating Income (or “AOI”) (as defined below) for the Performance Period (as defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the percentage first day of the Performance Measure target amount Company’s 2020 fiscal year (the Company achieved for the previous Fiscal Year based “Commencement Date”) and end on the following percentage thresholds: last day of the Company’s 2022 fiscal year (the “Anniversary Date”). Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for purposes of calculating the Company’s Adjusted Operating Income. The first to occur of the Anniversary Date, the Closing, or a Qualifying Termination, is referred to herein as the “Period End Date.” If this Participant’s continuous Service terminates prior to the Period End Date due to his or her Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of 1 This should be 50% of the Performance Measure is achieved (without rounding): total Target Number of Restricted Stock Units 2 This should be 200% of one third the above Target Number of Restricted Stock Units Restricted Stock Units that become Eligible Restricted Stock Units (1/3as defined below) of will be measured as if Participant’s continuous Service had not terminated. If Participant’s continuous Service terminates prior to the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, Period End Date for any Fiscal Yearreason (other than as a result of a Qualifying Termination or due to Participant’s Retirement), the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then will terminate and be cancelled and Participant will have no further rights with respect to such unvested Restricted Stock Units. Any Restricted Stock Units shall automatically that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and without notice terminate, be forfeited cancelled and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives Participant will thereafter have any no further rights or interests in with respect to such forfeited Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of Paragraph 1 of this Agreement shall lapse on up and the relevant portion of this Award shall vest as to one third (1/3i) 50% of the Restricted Stock Units following each immediately upon the determination of the Board or the Compensation Committee of the Board (the “Committee”) that the sum of (x) the Company’s three succeeding fiscal years commencing with Revenue Growth Rate plus (y) the fiscal year in which this Award was granted (each, Company’s Adjusted EBITDA Margin on a “Fiscal Year”) on the date Quarterly Calculation Date for a Measurement Period equals or exceeds 30% (the “Vesting DateRule of 30”), and (ii) the remaining 50% of the Restricted Stock Units on which the one year anniversary of the date the Board or the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, determination; provided that the Grantee is remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. If the Board or the Committee determines that the Rule of 30 equals at least 20% but less than 30% on a Quarterly Calculation Date, then (i) 25% of the Restricted Stock Units shall immediately vest on the date of such determination, and (ii) 25% of the Restricted Stock Units shall vest on the one year anniversary of the date of such determination; provided that the Grantee remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. In such case, the remaining 50% of Restricted Stock Units shall only vest if the Board or the Committee determines that the Rule of 30 equals at least 30% on a subsequent Quarterly Calculation Date during the Performance Period, at which point an additional 25% of the Restricted Stock Units will immediately vest (such date, the “Subsequent Vesting Date”), and the remaining 25% of the Restricted Stock Units will vest on the one year anniversary of the Subsequent Vesting Date; provided that the Grantee remains an employee of the Company or a Subsidiary on such Vesting Datethrough the applicable vesting date as set forth herein. The actual number Board or the Committee shall calculate the Rule of Restricted Stock Units that will vest on a particular Vesting 30 following each Quarterly Calculation Date will depend on in the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year Measurement Period based on the following percentage thresholds: If this % Company’s quarterly or annual financial statements filed on a Form 10-Q or Form 10-K, as applicable. For the avoidance of doubt, if the Board or the Committee determines as of the final Quarterly Calculation Date that the Rule of 30 does not equal at least 20% for any Measurement Period during the Performance Measure is achieved (without rounding): This % of one third (1/3) Period, all of the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, terminate and be forfeited and become null and voidas of the final Quarterly Calculation Date in the Performance Period, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited unvested Restricted Stock Units.. The Board or Committee shall make the foregoing determinations of whether or not the performance goals have been attained no later than five (5) business days following (i) the actual filing date of the applicable Form 10-Q or Form 10-K or (ii) in the event that the Company does not timely file the applicable Form 10-Q or Form 10-K for reasons unrelated to the preparation of the Company’s financial statements, the due date for the applicable Form 10-Q or Form 10-K. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated by the Company without Cause (as defined in the Employment Agreement between the Company and the Grantee, dated May 3, 2018 (the “Employment Agreement”)) or the Grantee terminates his employment for Good Reason (as defined in the Employment Agreement), the vesting of this Award shall be subject to acceleration as set forth in Section 4(c)(iii) of the Employment Agreement and (ii) in the event of a Change in Control, the vesting of this Award shall be subject to acceleration as set forth in Section 5 of the Employment Agreement. In addition, the Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting of Restricted Stock Units. The restrictions Restricted Stock Units shall vest in three equal installments, with the first installment vesting on December 15 of the year in which the Date of Grant occurs, and conditions the next two installments vesting on December 15 of each of the next two years (each such date, a “Vesting Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in Section 2 each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of this Agreement shall lapse on up employment occurs prior to one third a Vesting Date or (1/3ii) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units following each of (and related DERs) that would have vested on the Company’s three succeeding fiscal years commencing next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the fiscal year in which this Award was granted proration to be determined by calculating the product of (each, a “Fiscal Year”A) on the date quotient of (x) the “number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date”, as applicable, divided by (y) on which the Committee makes a determination that number of months in the Company has achieved current restricted Vesting Period, multiplied by (B) the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual total number of Restricted Stock Units that will were scheduled to vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: If this % of the Performance Measure is achieved (without rounding): This % of one third (1/3) of the restricted stock units will become vested on the next scheduled Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% . For purposes of the foregoing calculation, a month is complete on the day in the following month that corresponds to the Date of Grant. For the purposes of this Section 3Agreement, the “Performance MeasureGood Reason” shall meanmeans, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) if the Company’s earnings before interestGrantee is a party to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, taxesthe occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, depreciation and amortization (EBITDA) for such Fiscal Year, less or (b) if the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) Grantee is not a party to an employment or severance agreement with the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage Company or one of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some Subsidiaries in which “Good Reason” is defined, the relocation of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither Grantee’s office at which the Grantee nor any of is to perform his or her successors, heirs, assigns, duties to a location more than thirty (30) miles from the location at which the Grantee performed his or personal representatives will thereafter have any further rights or interests her duties prior to the Change in such forfeited Restricted Stock UnitsControl.

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of Paragraph 1 of this Agreement shall lapse on up and the relevant portion of this Award shall vest as to one third (1/3i) as to 50% of the Restricted Stock Units following each immediately upon the determination of the Board or the Compensation Committee of the Board (the “Committee”) that the sum of (x) the Company’s three succeeding fiscal years commencing with Revenue Growth Rate plus (y) the fiscal year in which this Award was granted (each, Company’s Adjusted EBITDA Margin on a “Fiscal Year”) on the date Quarterly Calculation Date for a Measurement Period equals or exceeds 30% (the “Vesting DateRule of 30”), and (ii) as to the remaining 50% of the Restricted Stock Units on which the one year anniversary of the date the Board or the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, determination; provided that the Grantee is remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. If the Board or the Committee determines that the Rule of 30 equals at least 20% but less than 30% on a Quarterly Calculation Date, then (i) 25% of the Restricted Stock Units shall immediately vest on the date of such determination, and (ii) 25% of the Restricted Stock Units shall vest on the one year anniversary of the date of such determination; provided that the Grantee remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. In such case, the remaining 50% of Restricted Stock Units shall only vest if the Board or the Committee determines that the Rule of 30 equals at least 30% on a subsequent Quarterly Calculation Date during the Performance Period, at which point an additional 25% of the Restricted Stock Units will immediately vest (such date, the “Subsequent Vesting Date”), and the remaining 25% of the Restricted Stock Units will vest on the one year anniversary of the Subsequent Vesting Date; provided that the Grantee remains an employee of the Company or a Subsidiary on such Vesting Datethrough the applicable vesting date as set forth herein. The actual number Board or the Committee shall calculate the Rule of Restricted Stock Units that will vest on a particular Vesting 30 following each Quarterly Calculation Date will depend on in the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year Measurement Period based on the following percentage thresholds: If this % Company’s quarterly or annual financial statements filed on a Form 10-Q or Form 10-K, as applicable. For the avoidance of doubt, if the Board or the Committee determines as of the final Quarterly Calculation Date that the Rule of 30 does not equal at least 20% for any Measurement Period during the Performance Measure is achieved (without rounding): This % of one third (1/3) Period, all of the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, terminate and be forfeited and become null and voidas of the final Quarterly Calculation Date in the Performance Period, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited unvested Restricted Stock Units.. The Board or Committee shall make the foregoing determinations of whether or not the performance goals have been attained no later than five (5) business days following (i) the actual filing date of the applicable Form 10-Q or Form 10-K or (ii) in the event that the Company does not timely file the applicable Form 10-Q or Form 10-K for reasons unrelated to the preparation of the Company’s financial statements, the due date for the applicable Form 10-Q or Form 10-K. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated by the Company without Cause (as defined in the Employment Agreement between the Company and the Grantee, dated April 11, 2018 (the “Employment Agreement”)) or the Grantee terminates his employment for Good Reason (as defined in the Employment Agreement), the vesting of this Award shall be subject to acceleration as set forth in Section 4(b)(ii) of the Employment Agreement and (ii) in the event of a Change in Control, the vesting of this Award shall be subject to acceleration as set forth in Section 5 of the Employment Agreement. In addition, the Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting of Restricted Stock Units. The restrictions and conditions Provided that the Grantee has continuously served as a member of the Board from the Date of Grant through the vesting dates described in Section 2 of this Agreement shall lapse on up to one sentence, one-third (1/3) of the Restricted Stock Units following each shall vest on the first annual anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (eachDate of Grant, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: If this % of the Performance Measure is achieved (without rounding): This % of one one-third (1/3) of the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not shall vest because on the conditions second annual anniversary of this Section 3 are not fully satisfiedthe Date of Grant, then such and the remaining one-third of the Restricted Stock Units shall vest on the third annual anniversary of the Date of Grant; provided, however, that 100% of the unvested Restricted Stock Units shall automatically immediately vest on the earlier of (i) the date upon which a Qualifying Change in Control occurs if such event occurs prior to the date of the Grantee’s “separation from service” (as defined under Section 409A of the Code (“Separation from Service”)), (ii) the date of the Grantee’s death if such event occurs while Grantee is serving as a member of the Board, or (iii) the date of the Grantee’s Separation from Service by reason of disability (as determined by the Committee). Each date described in the preceding sentence upon which Restricted Stock Units vest is referred to herein as a “Vesting Date.” As used herein, the term “Qualifying Change in Control” means a Change in Control, but excluding any event that would otherwise constitute a Change in Control and without notice terminate, that relates solely to any acquisition of securities of the Company by a stockholder of the Company that owns 20% or more of either the Outstanding Stock or the Outstanding Company Voting Securities as of the Date of Grant (or by such a stockholder and/or one or more of its affiliates). Any Restricted Stock Units that do not become vested in accordance with the preceding provisions of this Section 3 shall be forfeited and become null and voidsurrendered to CRC for no consideration as of the date of the Grantee’s Separation from Service. In addition, and neither if the Grantee nor incurs a Separation from Service for cause (as determined by the Board), then, notwithstanding any provision herein to the contrary, all of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited the Grantee’s Restricted Stock UnitsUnits which have not yet been paid pursuant to Section 4 (whether vested or unvested) shall be forfeited and surrendered to CRC for no consideration as of the date of the Grantee’s Separation from Service.

Vesting of Restricted Stock Units. (a) The restrictions and conditions in Section 2 Restricted Stock Units shall vest over a period of this Agreement shall lapse on up to one third (three years as follows: 33-1/3) % of the Restricted Stock Units following Units, rounded down to the closest whole number, shall become vested and non-forfeitable on March 15th of each of the Company’s three succeeding fiscal years commencing with first and second year following the fiscal Grant Date, and the remaining Restricted Stock Units shall become vested and non- forfeitable on March 15th of the third year in which this Award was granted following the Grant Date (each, a “Fiscal Year”) on the date (hereinafter referred to collectively as the “Vesting DateDates”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year); provided, provided that the Grantee is continues in the employ of the Company from the Grant Date until the applicable Vesting Date. Except as provided in the remainder of this Section 3 (Vesting of Restricted Stock Units), if the Grantee ceases to be an employee of the Company or prior to a Subsidiary on such Vesting Date. The actual number of , the Restricted Stock Units that will would otherwise vest on a particular such Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: If this % of the Performance Measure is achieved (without rounding): This % of one third (1/3) of the restricted stock units will become vested on the and any subsequent Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” Date shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less be immediately forfeited. (b) Notwithstanding the Company’s interest expense provisions of Section 3(a), any outstanding Restricted Stock Units shall immediately become vested and capital expenditures for such Fiscal Year, by (y) non-forfeitable if the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference Grantee ceases to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage be an employee of the Performance Measure target amount that was achieved Company on account of Disability, death, Retirement, or a Change in Control Termination. If such Restricted Stock Units become vested and non-forfeitable pursuant to this Section 3(b), the date of the Grantee’s Disability, death, Retirement, or the date of the Change in Control Termination (or, if later, the Grant Date), whichever applies, shall be treated as the Vesting Date for purposes of this Award Agreement. (c) Notwithstanding the provisions of Section 3. If on 3(a), if the Grantee has a Qualifying Termination (as such term is defined in the XxXxxxxxx & Company, Incorporated Severance Plan for Senior Employees (the “Severance Plan”)), any Vesting Date all or some of the outstanding Restricted Stock Units do not vest because and outstanding restricted stock units previously granted (collectively, the conditions of this Section 3 are not fully satisfied“Outstanding RSUs”) that would have vested, then in accordance with the applicable vesting schedule, during the 12-month period following such unvested Restricted Stock Units Qualifying Termination, shall automatically and without notice terminate, be forfeited and become null and void, and neither immediately vest. If the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.Grantee’s

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units will vest according to the following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. schedule: General The actual number of Restricted Stock Units that will vest on a particular Vesting Date become eligible for vesting as set forth below will depend upon the Company’s Adjusted Operating Income (or “AOI”) (as defined below) for the Performance Period (as defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the percentage first day of the Performance Measure target amount Company’s 2019 fiscal year (the Company achieved for the previous Fiscal Year based “Commencement Date”) and end on the following percentage thresholds: last day of the Company’s [__] fiscal year (the “Anniversary Date”). Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for purposes of calculating the Company’s Adjusted Operating Income. The first to occur of the Anniversary Date, the Closing, or a Qualifying Termination, is referred to herein as the “Period End Date.” If this Participant’s continuous Service terminates prior to the Period End Date due to his or her Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of Restricted Stock Units that become Eligible Restricted Stock Units (as defined below) will be measured as if Participant’s continuous Service had not terminated. 1 This should be 50% of the Performance Measure is achieved (without rounding): total Target Number of Restricted Stock Units 2 This should be 200% of one third (1/3) the above Target Number of Restricted Stock Units Exhibit 10.3 If Participant’s continuous Service terminates prior to the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, Period End Date for any Fiscal Yearreason (other than as a result of a Qualifying Termination or due to Participant’s Retirement), the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then will terminate and be cancelled and Participant will have no further rights with respect to such unvested Restricted Stock Units. Any Restricted Stock Units shall automatically that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and without notice terminate, be forfeited cancelled and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives Participant will thereafter have any no further rights or interests in with respect to such forfeited Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.

Vesting of Restricted Stock Units. The Subject to Paragraphs 4 and 5 below, the restrictions and conditions in Section of Paragraph 2 of this Agreement shall lapse on up the vesting date or dates specified in the following schedule so long as the Grantee remains an employee of the Company on such Dates. If a series of vesting dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to one third the number of Restricted Stock Units specified as vested on such date. Vesting of the Restricted Stock Units issued pursuant to this Award will be triggered with respect to the number of Restricted Stock Units set forth on Exhibit A attached hereto upon (1/3A) the Stock attaining certain price levels as set forth on Exhibit A based on the average closing price of the Stock on NASDAQ (or such other exchange or trading market as may be applicable from time to time) over any ten consecutive trading date period (each a “Stock Price Vesting Target”) and/or (B) the good faith determination by the Board of Directors of the Company or its executive committee that the Company has secured firm and commercially reasonable contracts representing $25 million of annual revenue and has established the supply chain needed to perform under such contracts (the “Revenue Vesting Target”). Once vesting of a specified number of Restricted Stock Units issued pursuant to this Award has been triggered by attaining a Stock Price Vesting Target or the Revenue Vesting Target, then twenty-five percent (25%) of the Restricted Stock Units following each triggered for vesting shall vest on the first anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted date such Restricted Stock Units were triggered for vesting (eacheach such date, a “Fiscal Year”) on the date (the “Vesting Trigger Date”), twenty-five percent (25%) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: If this % of the Performance Measure is achieved (without rounding): This % of one third (1/3) of the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not triggered for vesting shall vest because on the conditions second anniversary of this Section 3 are not fully satisfied, then such unvested the Vesting Trigger Date and the remaining 50% of the Restricted Stock Units triggered for vesting shall automatically and without notice terminatevest on the third anniversary of the Vesting Trigger Date. To the extent vesting of the Restricted Stock Units issued pursuant to this Award has not been triggered by January 2, 2016, they will be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsUnits will not vest under any circumstances. The Committee may at any time accelerate the vesting schedule specified in this Paragraph 3.

Vesting of Restricted Stock Units. The Subject to Paragraphs 4 and 5 below, the restrictions and conditions in Section of Paragraph 2 of this Agreement shall lapse on up the vesting date or dates specified in the following schedule so long as the Grantee remains an employee of the Company on such Dates. If a series of vesting dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to one third the number of Restricted Stock Units specified as vested on such date. Vesting of the Restricted Stock Units issued pursuant to this Award will be triggered with respect to the number of Restricted Stock Units set forth on Exhibit A attached hereto upon (1/3A) the Stock attaining certain price levels as set forth on Exhibit A based on the average closing price of the Stock on NASDAQ (or such other exchange or trading market as may be applicable from time to time) over any ten consecutive trading date period (each a “Stock Price Vesting Target”) and/or (B) the good faith determination by the Board of Directors of the Company or its executive committee that the Company has secured firm and commercially reasonable contracts representing $25 million of annual revenue and has established the supply chain needed to perform under such contracts (the “Revenue Vesting Target”). Once vesting of a specified number of Restricted Stock Units issued pursuant to this Award has been triggered by attaining a Stock Price Vesting Target or the Revenue Vesting Target, then twenty-five percent (25%) of the Restricted Stock Units following each triggered for vesting shall vest on the first anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted date such Restricted Stock Units were triggered for vesting (eacheach such date, a “Fiscal Year”) on the date (the “Vesting Trigger Date”), twenty-five percent (25%) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: If this % of the Performance Measure is achieved (without rounding): This % of one third (1/3) of the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not triggered for vesting shall vest because on the conditions second anniversary of this Section 3 are not fully satisfied, then such unvested the Vesting Trigger Date and the remaining 50% of the Restricted Stock Units triggered for vesting shall automatically and without notice terminatevest on the third anniversary of the Vesting Trigger Date. To the extent vesting of the Restricted Stock Units issued pursuant to this Award have not been triggered by January 2, 2016, they will be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsUnits will vest under any circumstances. The Committee may at any time accelerate the vesting schedule specified in this Paragraph 3.

Vesting of Restricted Stock Units. The restrictions and conditions Your Restricted Stock Units will vest on February 9, 2012, as long as you remain employed by the Company or an Affiliate from the Grant Date until the vesting date or if you Retire before such vesting date; provided that such Restricted Stock Units will vest immediately in Section 2 the event of this Agreement shall lapse on up to one third (1/3your death or “disability” within the meaning of section 409A(a)(2)(C) of the Code (upon your demonstration to the satisfaction of the Committee that you are so “disabled”) before such date. In the event that you Retire before the vesting date, a portion of these Restricted Stock Units (determined by multiplying the entire number of such Restricted Stock Units by a fraction, the numerator of which is the number of months between your Retirement date and the vesting date and the denominator of which is the number of months between the Grant Date and the vesting date) will be forfeited on the effective date of your Retirement and the remainder of these Restricted Stock Units will still vest on the vesting date. Once the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (eachhave vested, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved will issue in your name and promptly deliver to you the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: If this % of the Performance Measure is achieved (without rounding): This % of one third (1/3) of the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Common Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference equal to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage number of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the your vested Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested (less any amounts required to be withheld for tax purposes). Until your Restricted Stock Units shall automatically have vested and without notice terminateresulted in the issuance to you of actual shares of 3M Common Stock, they may not be forfeited and become null and voidsold, and neither the Grantee nor any of his transferred, assigned, pledged or her successors, heirs, assigns, otherwise encumbered or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitsdisposed of.]

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units will vest according to the following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. schedule: General The actual number of Restricted Stock Units that will vest on a particular Vesting Date become eligible for vesting as set forth below will depend upon the Company’s Total Stockholder Return (as defined below) as compared to the Index Total Stockholder Return (as defined below) for the Performance Period (as defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the percentage first day of the Performance Measure target amount Company’s [ ] fiscal year (the Company achieved for the previous Fiscal Year based “Commencement Date”) and end on the following percentage thresholds: last day of the Company’s [ ] fiscal year (the “Anniversary Date”). Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for purposes of calculating the Company’s Total Stockholder Return and the Index Total Stockholder Return. The first to occur of the Anniversary Date, the Closing, or a Qualifying Termination, is referred to herein as the “Period End Date.” If this Participant’s continuous Service terminates prior to the Period End Date due to his or her Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of Restricted Stock Units that become Eligible Restricted Stock Units (as defined below) will be measured as if Participant’s continuous Service had not terminated. 1 This should be 200% of the Performance Measure is achieved (without rounding): This % Target Number of one third (1/3) of Restricted Stock Units If Participant’s continuous Service terminates prior to the restricted stock units will become vested on the Vesting Date: Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the “Performance Measure” shall mean, Period End Date for any Fiscal Yearreason (other than as a result of a Qualifying Termination or due to Participant’s Retirement), the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then will terminate and be cancelled and Participant will have no further rights with respect to such unvested Restricted Stock Units. Any Restricted Stock Units shall automatically that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and without notice terminate, be forfeited cancelled and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives Participant will thereafter have any no further rights or interests in with respect to such forfeited Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.