Common use of Award of Performance Share Units Clause in Contracts

Award of Performance Share Units. The Corporation hereby confirms an Award to the Participant on Award Date of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, subject to the other provisions of Section 10 of the Plan, continue as if the Participant's employment had continued through the end of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," as defined in section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, Performance Shares shall not be distributed (or cash in lieu thereof shall not be paid) until the later of six months after the Participant's Retirement or the end of the Performance Cycle.

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of this Agreement, the Employee is hereby awarded [●] performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee therefor, (i) up to [●] shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 10 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan, continue as if the Participant's employment had continued through the end Plan and those set forth herein. For purposes of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," as defined in section 409A(a)(2)(B)(iclause (ii) of the Internal Revenue Code immediately preceding sentence, the number of 1986Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Stock. For the avoidance of doubt, as amendedno shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, Performance and no Deferred Dividend Shares shall not be distributed payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(e) below) shall be payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all terms used herein shall not be paid) until have the later of six months after same meaning as in the Participant's Retirement Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or the end of the Performance Cycle“this award.”

Award of Performance Share Units. The Corporation hereby confirms an Award to the Participant on Award Date of <Performance Share Units> [PSUs] Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, Corporation upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half distributed in cash and one half in whole shares of Common Stock of the Corporation, with any fraction of a whole share of Common Stock paid to the Participant in cash. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, subject to the other provisions of Section 10 of the Plan, continue as if the Participant's employment had continued through the end of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," Engages in Competing Employment (as defined in section 409A(a)(2)(B)(ithe Plan) of the Internal Revenue Code of 1986, as amended, Performance Shares shall not be distributed (or cash in lieu thereof shall not be paid) until the later of six months after the Participant's following Retirement or Disability before the end of the Performance Cycle, then Participant shall immediately forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle without further obligation on the part of the Corporation or any Subsidiary Company.

Award of Performance Share Units. The Corporation hereby confirms an Award to the Participant on Award Date of <Performance Share Units> [PSUs] Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, Corporation upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital investedinvested capital; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half distributed in cash and one half in whole shares of Common Stock of the Corporation, with any fraction of a whole share of Common Stock paid to the Participant in cash. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, subject to the other provisions of Section 10 of the Plan, shall continue as if the Participant's employment had continued through the end of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," Engages in Competing Employment (as defined in section 409A(a)(2)(B)(ithe Plan) of the Internal Revenue Code of 1986, as amended, Performance Shares shall not be distributed (or cash in lieu thereof shall not be paid) until the later of six months after the Participant's following Retirement or Disability before the end of the Performance Cycle, then Participant shall immediately forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle without further obligation on the part of the Corporation or any Subsidiary Company.

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of this Agreement, the Employee is hereby awarded «PSUs» performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee therefor, (i) up to «PSUs» shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 10 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan, continue as if the Participant's employment had continued through the end Plan and those set forth herein. For purposes of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," as defined in section 409A(a)(2)(B)(iclause (ii) of the Internal Revenue Code immediately preceding sentence, the number of 1986Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Stock. For the avoidance of doubt, as amendedno shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, Performance and no Deferred Dividend Shares shall not be distributed payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(e) below) shall be payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all terms used herein shall not be paid) until have the later of six months after same meaning as in the Participant's Retirement Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or the end of the Performance Cycle“this award.”

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of Section 10 this award, the Employee is hereby awarded performance share units (“Performance Share Units”), which constitute the right to receive, without payment, (i) up to shares of common stock of the PlanCompany upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), continue and (ii) the right to receive, without payment, additional shares of common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the common stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of (ii), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Participant's employment had continued through Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the end record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the Performance Cycle. Notwithstanding trading day immediately preceding the foregoing, if the Participant is a "Specified Employee," as defined delivery date described in section 409A(a)(2)(B)(iSection 2(c) of the Internal Revenue Code of 1986, as amended, Performance Shares or 2(f) below) shall not be distributed (or payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all terms used herein shall not be paid) until have the later same meaning as in the Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this award.” The Performance Share Award is granted on , 2014 (the “Date of six months after the Participant's Retirement or the end of the Performance CycleGrant”).

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of Section 10 this award, the Employee is hereby awarded 20,645 performance share units (“Performance Share Units”), which constitute the right to receive, without payment, (i) up to 41,290 shares of common stock of the PlanCompany upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), continue and (ii) the right to receive, without payment, additional shares of common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the common stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of (ii), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Participant's employment had continued through Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the end record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the Performance Cycle. Notwithstanding trading day immediately preceding the foregoing, if the Participant is a "Specified Employee," as defined delivery date described in section 409A(a)(2)(B)(iSection 2(c) of the Internal Revenue Code of 1986, as amended, Performance Shares or 2(f) below) shall not be distributed (or payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all terms used herein shall not be paid) until have the later same meaning as in the Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this award.” The Performance Share Award is granted on February 24, 2015 (the “Date of six months after the Participant's Retirement or the end of the Performance CycleGrant”).

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of this Agreement, the Employee is hereby awarded ________ performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee therefor, (i) up to ____ shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 10 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the shares of Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan, continue as if the Participant's employment had continued through the end Plan and those set forth herein. For purposes of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," as defined in section 409A(a)(2)(B)(iclause (ii) of the Internal Revenue Code immediately preceding sentence, the number of 1986Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of shares of Stock. For the avoidance of doubt, as amendedno shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, Performance and no Deferred Dividend Shares shall not be distributed payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(e) below) shall be payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all capitalized terms used herein shall not be paid) until have the later of six months after same meaning as in the Participant's Retirement Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or the end of the Performance Cycle“this award.”

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of Section 10 this award, the Employee is hereby awarded 25,535 performance share units (“Performance Share Units”), which constitute the right to receive, without payment, (i) up to 51,070 shares of common stock of the PlanCompany upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), continue and (ii) the right to receive, without payment, additional shares of common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the common stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of (ii), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Participant's employment had continued through Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the end record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the Performance Cycle. Notwithstanding trading day immediately preceding the foregoing, if the Participant is a "Specified Employee," as defined delivery date described in section 409A(a)(2)(B)(iSection 2(c) of the Internal Revenue Code of 1986, as amended, Performance Shares or 2(f) below) shall not be distributed (or payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all terms used herein shall not be paid) until have the later same meaning as in the Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this award.” The Performance Share Award is granted on February 11, 2016 (the “Date of six months after the Participant's Retirement or the end of the Performance CycleGrant”).

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of Section 10 this award, the Employee is hereby awarded 27,723 performance share units (“Performance Share Units”), which constitute the right to receive, without payment, (i) up to 55,446 shares of common stock of the PlanCompany upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), continue and (ii) the right to receive, without payment, additional shares of common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the common stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of (ii), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Participant's employment had continued through Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the end record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the Performance Cycle. Notwithstanding trading day immediately preceding the foregoing, if the Participant is a "Specified Employee," as defined delivery date described in section 409A(a)(2)(B)(iSection 2(c) of the Internal Revenue Code of 1986, as amended, Performance Shares or 2(f) below) shall not be distributed (or payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all terms used herein shall not be paid) until have the later same meaning as in the Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this award.” The Performance Share Award is granted on February 21, 2014 (the “Date of six months after the Participant's Retirement or the end of the Performance CycleGrant”).

Award of Performance Share Units. The Corporation hereby confirms an Award to the Participant on Award Date of <Performance Share Units> (PSUs) Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, subject to the other provisions of Section 10 of the Plan, continue as if the Participant's employment had continued through the end of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," Engages in Competing Employment (as defined in section 409A(a)(2)(B)(ithe Plan) of the Internal Revenue Code of 1986, as amended, Performance Shares shall not be distributed (or cash in lieu thereof shall not be paid) until the later of six months after the Participant's following Retirement or Disability before the end of the Performance Cycle, then Participant shall immediately forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle without further obligation on the part of the Corporation or any Subsidiary Company.

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of Section 10 this award, the Employee is hereby awarded «Target_PSUs» performance share units (“Performance Share Units”), which constitute the right to receive, without payment, (i) up to «Max_PSUs» shares of common stock of the PlanCompany upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), continue and (ii) the right to receive, without payment, additional shares of common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the common stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of (ii), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Participant's employment had continued through Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the end record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the Performance Cycle. Notwithstanding trading day immediately preceding the foregoing, if the Participant is a "Specified Employee," as defined delivery date described in section 409A(a)(2)(B)(iSection 2(c) of the Internal Revenue Code of 1986, as amended, Performance Shares or 2(f) below) shall not be distributed (or payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all terms used herein shall not be paid) until have the later same meaning as in the Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this award.” The Performance Share Award is granted on February 11, 2016 (the “Date of six months after the Participant's Retirement or the end of the Performance CycleGrant”).

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of this Agreement, the Employee is hereby awarded 18,416 performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee therefor, (i) up to 44,199 shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 10 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the shares of Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan, continue as if the Participant's employment had continued through the end Plan and those set forth herein. For purposes of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," as defined in section 409A(a)(2)(B)(iclause (ii) of the Internal Revenue Code immediately preceding sentence, the number of 1986Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of shares of Stock. For the avoidance of doubt, as amendedno shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, Performance and no Deferred Dividend Shares shall not be distributed payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(e) below) shall be payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all terms used herein shall not be paid) until have the later of six months after same meaning as in the Participant's Retirement Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or the end of the Performance Cycle“this award.”

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end terms of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle are incorporated herein by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, reference and subject to the other provisions of this Agreement, the Employee is hereby awarded [●] performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee therefor, (i) up to [●] shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 10 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the shares of Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan, continue as if the Participant's employment had continued through the end Plan and those set forth herein. For purposes of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," as defined in section 409A(a)(2)(B)(iclause (ii) of the Internal Revenue Code immediately preceding sentence, the number of 1986Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of shares of Stock. For the avoidance of doubt, as amendedno shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, Performance and no Deferred Dividend Shares shall not be distributed payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(e) below) shall be payable in cash in lieu thereof of such fractional share. Except as otherwise expressly provided, all capitalized terms used herein shall not be paid) until have the later of six months after same meaning as in the Participant's Retirement Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or the end of the Performance Cycle“this award.”

Award of Performance Share Units. The Corporation hereby confirms an Award Pursuant to the Participant on Award Date provisions of <the Plan, the terms of which are incorporated herein by reference, the Employee is hereby awarded performance share units (“Performance Share Units> Performance Share Units ”), which constitute the right to receive, without payment, (PSUsi) under up to shares of common stock of the Company upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment, additional shares of common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the common stock underlying the Unit Delivered Shares had such common stock been issued to the Employee on the Date of Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of (ii), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no Shares (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such Shares for dividend record-date purposes. If the number of Shares (including Deferred Dividend Shares) deliverable along with the Unit Delivered Shares includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) below) shall be payable in cash in lieu of such fractional share. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The award of PSUs shall entitle Unit Delivered Shares and the Participant Deferred Dividend Shares are collectively referred to receive shares of Common Stock of herein as the Corporation, or cash in lieu thereof, upon the Corporation's achievement over a “Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Share Award.” The Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant Share Award is granted a leave on (the “Date of absence before the end of the Performance Cycle, the Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle by reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, subject to the other provisions of Section 10 of the Plan, continue as if the Participant's employment had continued through the end of the Performance Cycle. Notwithstanding the foregoing, if the Participant is a "Specified Employee," as defined in section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, Performance Shares shall not be distributed (or cash in lieu thereof shall not be paid) until the later of six months after the Participant's Retirement or the end of the Performance CycleGrant”).