Common use of Attainment of Age 65 Clause in Contracts

Attainment of Age 65. Subject to earlier vesting as provided in Section 7 of the Plan, if the Participant continues to be employed by or provide services to the Corporation or a Subsidiary upon the date the Participant attains age sixty-five (65), the Participant’s shares of Restricted Stock that have not become vested pursuant to Section 3 as of such date shall vest on a prorated basis determined in the following manner. For purposes of this Section 8(c) only, a hypothetical vesting schedule shall be created in which the number of such unvested shares of Restricted Stock shall be divided into eighty-four (84) substantially equal installments with each such installment vesting on the last day of each month, commencing with the first month following the month in which the Award Date occurs through and including the eighty-fourth (84th) month following the month in which the Award Date occurs. Each such installment of shares of Restricted Stock that would have vested pursuant to the foregoing schedule as of the date the Participant attains age 65 shall automatically become vested as of such date. Subject to earlier vesting as provided in Section 3 hereof or Section 7 of the Plan, the remaining shares of Restricted Stock will continue to vest in monthly installments according to the foregoing schedule, provided that the Participant continues to be employed by or provide services to the Corporation or a Subsidiary through the applicable vesting date. In the event that the Participant becomes entitled to performance-accelerated vesting of the Award pursuant to Section 3 hereof, the number of shares of Restricted Stock that shall become vested as of the date of such acceleration shall equal: (1) the total number of shares of Restricted Stock subject to the Award that would have vested pursuant to Exhibit A hereto (assuming for this purpose that no shares had previously vested pursuant to this Section 8(c)) after giving effect to such acceleration, less (2) the number of shares of Restricted Stock subject to the Award that had previously vested (determined immediately before giving effect to such acceleration, and including any shares that had previously vested pursuant to this Section 8(c) and any shares that would otherwise vest as of the date of such acceleration pursuant to this Section 8(c)). The shares of Restricted Stock that do not become vested after giving effect to the foregoing sentence (if any) shall continue to vest in monthly installments in accordance with the foregoing vesting schedule, and the number of shares subject to each installment shall be adjusted accordingly so that the remaining unvested shares of Restricted Stock are scheduled to vest in substantially equal installments. Fractional share interests that result from any calculation pursuant to this Section 8(c) shall be disregarded, but may be cumulated. Upon the date the Participant ceases to be employed by or provide services to the Corporation and its Subsidiaries, any shares of Restricted Stock (and related Restricted Property) that have not vested in accordance with this Section 8(c) (or any other provision of this Award Agreement or the Plan) shall be forfeited to the Corporation as of such date.

Attainment of Age 65. Subject to earlier vesting as provided in Section 7 of the Plan, if the Participant continues to be employed by or provide services to the Corporation or a Subsidiary upon the date the Participant attains age sixty-five (65), the Participant’s shares of Restricted Stock that have not become vested pursuant to Section 3 as of such date shall vest on a prorated basis determined in the following manner. For purposes of this Section 8(c) only, a hypothetical vesting schedule shall be created in which the number of such unvested shares of Restricted Stock shall be divided into eighty-four sixty (8460) substantially equal installments with each such installment vesting on the last day of each month, commencing with the first month following the month in which the Award Date occurs through and including the eighty-fourth sixtieth (84th60th) month following the month in which the Award Date occurs. Each such installment of shares of Restricted Stock that would have vested pursuant to the foregoing schedule as of the date the Participant attains age 65 shall automatically become vested as of such date. Subject to earlier vesting as provided in Section 3 hereof or Section 7 of the Plan, the remaining shares of Restricted Stock will continue to vest in monthly installments according to the foregoing schedule, provided that the Participant continues to be employed by or provide services to the Corporation or a Subsidiary through the applicable vesting date. In the event that the Participant becomes entitled to performance-accelerated vesting of the Award pursuant to Section 3 hereof, the number of shares of Restricted Stock that shall become vested as of the date of such acceleration shall equal: (1) the total number of shares of Restricted Stock subject to the Award that would have vested pursuant to Exhibit A hereto (assuming for this purpose that no shares had previously vested pursuant to this Section 8(c)) after giving effect to such acceleration, less (2) the number of shares of Restricted Stock subject to the Award that had previously vested (determined immediately before giving effect to such acceleration, and including any shares that had previously vested pursuant to this Section 8(c) and any shares that would otherwise vest as of the date of such acceleration pursuant to this Section 8(c)). The shares of Restricted Stock that do not become vested after giving effect to the foregoing sentence (if any) shall continue to vest in monthly installments in accordance with the foregoing vesting schedule, and the number of shares subject to each installment shall be adjusted accordingly so that the remaining unvested shares of Restricted Stock are scheduled to vest in substantially equal installments. Fractional share interests that result from any calculation pursuant to this Section 8(c) shall be disregarded, but may be cumulated. Upon the date the Participant ceases to be employed by or provide services to the Corporation and its Subsidiaries, any shares of Restricted Stock (and related Restricted Property) that have not vested in accordance with this Section 8(c) (or any other provision of this Award Agreement or the Plan) shall be forfeited to the Corporation as of such date.