Common use of Based Vested Requirement Clause in Contracts

Based Vested Requirement. Subject to the next sentence, the Service-Based Vested requirements for a Fiscal Year in the Performance Period will be satisfied upon the end of the such Fiscal Year only if Participant has continuously remained in Service from the Date of Award through the end of such Fiscal Year. If there is a Qualifying Termination before the end of the Performance Period then the following number of Performance Units (rounded to the nearest whole number) shall become Service-Based Vested at the end of the Fiscal Year of the Qualifying Termination (and those Performance Units that do not become Service-Based Vested shall be forfeited without consideration): the product of (i) quotient of the number of days elapsed in the Fiscal Year of the Qualifying Termination (determined as of the Termination Date) divided by the total number of days in that Fiscal Year (provided that if the Performance Period ends before the end of that Fiscal Year then only the total number of days in that Fiscal Year that occurred before the end of the Performance Period shall be used in the denominator), multiplied by (ii) the total number of Performance Units designated to the Fiscal Year of the Termination Date. No unvested Performance Units can become Service-Based Vested after Participant's Service has terminated for any reason and any Performance Units that are not Service-Based Vested shall be forfeited without consideration on the Participant's Termination Date. No unvested Performance Units for a future Fiscal Year can become Service-Based Vested after a Change in Control and any Performance Units that are not Service-Based Vested shall be forfeited without consideration upon such Change in Control.Performance-Based Vested Requirement: The Performance-Based Vested requirements are described in this section. The Performance Units shall be subject to achievement of Performance Goals that will annually be prescribed by the Committee for one or more of each of the then remaining Fiscal Years that are contained within the Performance Period. The Performance Goals for Fiscal Year 2014 are set forth below and it is expected that the Performance Goals for Fiscal Years 2015 and 2016, respectively, will be provided by the Company to you in writing within the first 90 days of each such Fiscal Year (and you must timely execute such writing as a condition of this Award and such writing will then become a part of this Agreement). Each respective set of annual Performance Goals will apply to the number of Performance Units designated above for the corresponding Fiscal Year in the Performance Period. After the end of each Fiscal Year in the Performance Period, the Committee will determine the degree of satisfaction for that Fiscal Year's Performance Goals and will determine what number of the Performance Units subject to that Fiscal Year's Performance Goals will no longer be eligible to become Performance-Based Vested and which are therefore forfeited without consideration upon such Committee determination. Additionally, after the end of each Fiscal Year, the Committee will make a separate determination as to what number (if any) of then outstanding Performance Units designated to such Fiscal Year will be forfeited without consideration based on overall considerations and factors that the Committee elects to apply in its discretion notwithstanding the degree of attainment of the various Performance Goals for that Fiscal Year. Notwithstanding the foregoing, the Committee will make all such performance vesting determinations no later than immediately before the occurrence of any Change in Control. The number of remaining Performance Units (if any) that have not been forfeited after the Committee's final determinations under this section shall then become Performance-Based Vested.Fiscal Year 2014 Performance Goals: _________________

Based Vested Requirement. Subject to the next sentence, the Service-Based Vested requirements for a Fiscal Year in the Performance Period will be satisfied upon the end of the such Fiscal Year Performance Period only if Participant has continuously remained in Service from the Date of Award through the end of such Fiscal Yearthe Performance Period. If there is a Qualifying Termination after December 31, 20XX and before the end of the Performance Period Period, then the following number of Performance Stock Units (rounded to the nearest whole number) shall become Service-Based Vested at the end of the Fiscal Year of the Qualifying Termination Performance Period (and those Performance Stock Units that do not become Service-Based Vested shall be forfeited without consideration): the product of (i) the quotient of the number of days elapsed in during the Fiscal Year period beginning January 1, 20XX and ending on the date of the Qualifying Termination (determined as of the Termination Date) divided by 1,096, which is the total number of days in that Fiscal Year the 20XX, [20XX + 1 year] and [20XX + 2 years] calendar years (provided that if the Performance Period ends before the end of that Fiscal Year December 31, [20XX + 2 years] then only the total number of days in that Fiscal Year that occurred before from January 1, 20XX through the end of the Performance Period shall be used in the denominator), multiplied by (ii) the total number of Performance Units designated to the Fiscal Year of the Termination DateTarget Stock Units. No unvested Performance Stock Units can become Service-Based Vested after Participant's ’s Service has terminated for any reason and any Performance Stock Units that are not Service-Based Vested shall be forfeited without consideration on the Participant's ’s Termination Date. No unvested Performance Units for a future Fiscal Year can become Service-Based Vested after a Change in Control and any Performance Units that are not Service-Based Vested shall be forfeited without consideration upon such Change in Control.Performance-Based Vested Requirement: The Performance-Based Vested requirements are described in this section. The There are two separate Performance Goals for the Performance Period. Fifty percent of the Target Stock Units shall be subject to achievement of Performance Goals that will annually be prescribed by the Committee Absolute Value Goal for one or more of each of the then remaining Fiscal Years that are contained within the Performance Period. The Performance Goals for Fiscal Year 2014 are set forth below and it is expected that other fifty percent of the Performance Goals for Fiscal Years 2015 and 2016, respectively, will Target Stock Units shall be provided by the Company to you in writing within the first 90 days of each such Fiscal Year (and you must timely execute such writing as a condition of this Award and such writing will then become a part of this Agreement). Each respective set of annual Performance Goals will apply subject to the number of Performance Units designated above Relative Value Goal for the corresponding Fiscal Year in the Performance Period. After As soon as practicable but in any event within thirty (30) days after the end of each Fiscal Year in the Performance Period, the Committee will determine the degree of satisfaction for that Fiscal Year's the Performance Period’s respective Performance Goals and will determine what number of the Performance Stock Units subject to that Fiscal Year's Performance Period’s Performance Goals will no longer be eligible to become Performance-Based Vested and which are therefore forfeited without consideration upon such Committee determination. Additionally, after the end of each Fiscal Year, the Committee will make a separate determination as to what number (if any) of then outstanding Performance Units designated to such Fiscal Year will be forfeited without consideration based on overall considerations and factors that the Committee elects to apply in its discretion notwithstanding the degree of attainment of the various Performance Goals for that Fiscal Year. Notwithstanding the foregoing, the Committee will make all such performance vesting determinations no later than immediately before the occurrence of any Change in Control, with the Performance Period being deemed to end on the effective date of the Change in Control. The number of remaining Performance Stock Units (if any) that have not been forfeited after the Committee's ’s final determinations under this section shall then become Performance-Based Vested. In the event that your Service ceases prior to Stock Units becoming Vested Performance Units, you will upon your Termination Date forfeit to the Company without consideration all of the then-unvested Stock Units subject to this Award.Fiscal Year 2014 Performance Goals: _________________See Appendix A to this Agreement for examples of how the vesting formula applies to the Target Stock Units to determine the number of Stock Units earned based on achievement levels.

Based Vested Requirement. Subject to the next sentence, the Service-Based Vested requirements for a Fiscal Year in the Performance Period will be satisfied upon the end of the such Fiscal Year Performance Period only if Participant has continuously remained in Service from the Date of Award through the end of such Fiscal Yearthe Performance Period. If there is a Qualifying Termination before the end of the Performance Period then the following number of Performance Units (rounded to the nearest whole number) shall become Service-Based Vested at the end of the Fiscal Year of the Qualifying Termination Performance Period (and those Performance Units that do not become Service-Based Vested shall be forfeited without consideration): the product sum of (i) the quotient of the number of days elapsed in the Fiscal Year of the Qualifying Termination (determined as of the Termination Date) divided by the total number of days in that Fiscal Year (provided that if the Performance Period ends before the end of that Fiscal Year then only the total number of days in that Fiscal Year that occurred before the end of the Performance Period shall be used in the denominator), multiplied by (ii) the total number of Performance Units designated subject to the Fiscal Year of the Termination Date, plus (iii) the total number of Performance Units subject to all prior completed Fiscal Years in the Performance Period. No unvested Performance Units can become Service-Based Vested after Participant's ’s Service has terminated for any reason and any Performance Units that are not Service-Based Vested shall be forfeited without consideration on the Participant's ’s Termination Date. No unvested Performance Units for a future Fiscal Year can become Service-Based Vested after a Change in Control and any Performance Units that are not Service-Based Vested shall be forfeited without consideration upon such Change in Control.Performance-Based Vested Requirement: The Performance-Based Vested requirements are described in this section. The Performance Units shall be subject to achievement of Performance Goals that will annually be prescribed by the Committee for one or more of each of the then remaining Fiscal Years that are contained within the Performance Period. The Performance Goals for Fiscal Year 2014 2017 are set forth below and it is expected that the Performance Goals for Fiscal Years 2015 2018 and 20162019, respectively, will be provided by the Company to you in writing within the first 90 days of each such Fiscal Year (and you must timely execute such writing as a condition of this Award and such writing will then become a part of this Agreement). Each respective set of annual Performance Goals will apply to the number of Performance Units designated above for the corresponding Fiscal Year in the Performance Period. After the end of each Fiscal Year in the Performance Period, the Committee will determine the degree of satisfaction for that Fiscal Year's ’s Performance Goals and will determine what number of the Performance Units subject to that Fiscal Year's ’s Performance Goals will no longer be eligible to become Performance-Based Vested and which are therefore forfeited without consideration upon such Committee determination. Additionally, after the end of each Fiscal Yearthe Performance Period, the Committee will make a separate cumulative determination as to what number (if any) of then outstanding Performance Units designated to such from any or all of the Fiscal Year Years in the Performance Period will be forfeited without consideration based on overall considerations and factors that the Committee elects to apply in its discretion notwithstanding the degree of attainment of the various Performance Goals for that Fiscal Yearover the Performance Period. Notwithstanding the foregoing, the Committee will make all such performance vesting determinations no later than immediately before the occurrence of any Change in Control. The number of remaining Performance Units (if any) that have not been forfeited after the Committee's ’s final determinations under this section shall then become Performance-Based Vested.Fiscal Year 2014 2017 Performance Goals: _________________See Exhibit A Settlement To the extent any Performance Units become Vested Performance Units and subject to satisfaction of any tax withholding obligations as discussed below, such Vested Performance Units will entitle you to receive payment in cash of the Settlement Amount at the Settlement Time. Payment of the Settlement Amount shall be in complete satisfaction of such Vested Performance Units. Such settled Vested Performance Units shall be immediately cancelled and no longer outstanding and you shall have no further rights or entitlements related to those settled Performance Units. Participant must be employed by the company at the Settlement Time in order for the award to be earned. Leaves of Absence For purposes of this Award, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for Service crediting, or when Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work.The Company determines which leaves count for this purpose (along with determining the effect of a leave of absence on vesting of the Award), and when your Service terminates for all purposes under the Plan. Withholding Taxes You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with this Award.Any payments to be provided to you under this Agreement shall be subject to applicable tax withholding as determined by the Company and the Company shall have the right to effect withholding from such payments in amounts that it determines in accordance with applicable laws. Code Section 409A This Award will be administered and interpreted to comply with Code Section 409A. Section 4(d) of the Plan will apply to this Award to the extent needed. Transfer of Award You cannot gift, transfer, assign, alienate, pledge, hypothecate, attach, sell, or encumber this Award. If you attempt to do any of these things, this Award will immediately become invalid. You may, however, dispose of this Award in your will or it may be transferred by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to recognize your spouse’s interest in your Award in any other way. Retention Rights Your Award or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.This Award is not intended to replace any compensation and is not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represents any portion of your salary, compensation or other remuneration for any purpose.

Based Vested Requirement. Subject to the next sentence, the Service-Based Vested requirements for a Fiscal Year in the Performance Period will be satisfied upon the end of the such Fiscal Year Performance Period only if Participant has continuously remained in Service from the Date of Award through the end of such Fiscal Yearthe Performance Period. If there is a Qualifying Termination before the end of the Performance Period then the following number of Performance Units (rounded to the nearest whole number) shall become Service-Based Vested at the end of the Fiscal Year of the Qualifying Termination Performance Period (and those Performance Units that do not become Service-Based Vested shall be forfeited without consideration): the product sum of (i) the quotient of the number of days elapsed in the Fiscal Year of the Qualifying Termination (determined as of the Termination Date) divided by the total number of days in that Fiscal Year (provided that if the Performance Period ends before the end of that Fiscal Year then only the total number of days in that Fiscal Year that occurred before the end of the Performance Period shall be used in the denominator), multiplied by (ii) the total number of Performance Units designated subject to the Fiscal Year of the Termination Date, plus (iii) the total number of Performance Units subject to all prior completed Fiscal Years in the Performance Period. No unvested Performance Units can become Service-Based Vested after Participant's ’s Service has terminated for any reason and any Performance Units that are not Service-Based Vested shall be forfeited without consideration on the Participant's ’s Termination Date. No unvested Performance Units for a future Fiscal Year can become Service-Based Vested after a Change in Control and any Performance Units that are not Service-Based Vested shall be forfeited without consideration upon such Change in Control.Performance-Based Vested Requirement: The Performance-Based Vested requirements are described in this section. The Performance Units shall be subject to achievement of Performance Goals that will annually be prescribed by the Committee for one or more of each of the then remaining Fiscal Years that are contained within the Performance Period. The Performance Goals for Fiscal Year 2014 2016 are set forth below and it is expected that the Performance Goals for Fiscal Years 2015 2017 and 2016201, respectively, will be provided by the Company to you in writing within the first 90 days of each such Fiscal Year (and you must timely execute such writing as a condition of this Award and such writing will then become a part of this Agreement). Each respective set of annual Performance Goals will apply to the number of Performance Units designated above for the corresponding Fiscal Year in the Performance Period. After the end of each Fiscal Year in the Performance Period, the Committee will determine the degree of satisfaction for that Fiscal Year's ’s Performance Goals and will determine what number of the Performance Units subject to that Fiscal Year's ’s Performance Goals will no longer be eligible to become Performance-Based Vested and which are therefore forfeited without consideration upon such Committee determination. Additionally, after the end of each Fiscal Yearthe Performance Period, the Committee will make a separate cumulative determination as to what number (if any) of then outstanding Performance Units designated to such from any or all of the Fiscal Year Years in the Performance Period will be forfeited without consideration based on overall considerations and factors that the Committee elects to apply in its discretion notwithstanding the degree of attainment of the various Performance Goals for that Fiscal Yearover the Performance Period. Notwithstanding the foregoing, the Committee will make all such performance vesting determinations no later than immediately before the occurrence of any Change in Control. The number of remaining Performance Units (if any) that have not been forfeited after the Committee's ’s final determinations under this section shall then become Performance-Based Vested.Fiscal Year 2014 2016 Performance Goals: _________________[INSERT] Settlement To the extent any Performance Units become Vested Performance Units and subject to satisfaction of any tax withholding obligations as discussed below, such Vested Performance Units will entitle you to receive payment in cash of the Settlement Amount at the Settlement Time. Payment of the Settlement Amount shall be in complete satisfaction of such Vested Performance Units. Such settled Vested Performance Units shall be immediately cancelled and no longer outstanding and you shall have no further rights or entitlements related to those settled Performance Units. Participant must be employed by the company at the Settlement Time in order for the award to be earned. Leaves of Absence For purposes of this Award, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for Service crediting, or when Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work.The Company determines which leaves count for this purpose (along with determining the effect of a leave of absence on vesting of the Award), and when your Service terminates for all purposes under the Plan. Withholding Taxes You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with this Award.Any payments to be provided to you under this Agreement shall be subject to applicable tax withholding as determined by the Company and the Company shall have the right to effect withholding from such payments in amounts that it determines in accordance with applicable laws. Code Section 409A This Award will be administered and interpreted to comply with Code Section 409A. Section 4(d) of the Plan will apply to this Award to the extent needed. Transfer of Award You cannot gift, transfer, assign, alienate, pledge, hypothecate, attach, sell, or encumber this Award. If you attempt to do any of these things, this Award will immediately become invalid. You may, however, dispose of this Award in your will or it may be transferred by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to recognize your spouse’s interest in your Award in any other way. Retention Rights Your Award or this Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.This Award is not intended to replace any compensation and is not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represents any portion of your salary, compensation or other remuneration for any purpose.

Based Vested Requirement. Subject to the next sentence, the Service-Based Vested requirements for a Fiscal Year in the Performance Period will be satisfied upon the end of the such Fiscal Year a Performance Period only if Participant has continuously remained in Service from the Date of Award through the end of such Fiscal YearPerformance Period. If there is a Qualifying Termination before the end of the a Performance Period then the following number of Performance Stock Units (rounded to the nearest whole number) shall become Service-Based Vested at the end of the Fiscal Year of the Qualifying Termination such Performance Period (and those Performance Stock Units that do not become Service-Based Vested shall be forfeited without consideration): the product of (i) the quotient of the number of days elapsed in the Fiscal Year calendar year of the Qualifying Termination (determined as of the Termination Date) divided by the total number of days in that Fiscal Year calendar year (provided that if the Performance Period ends before the end of that Fiscal Year calendar year then only the total number of days in that Fiscal Year calendar year that occurred before the end of the Performance Period shall be used in the denominator), multiplied by (ii) the total number of Performance Stock Units designated subject to the Fiscal Year Performance Period for the calendar year of the Termination Date. No unvested Performance Stock Units can become Service-Based Vested after Participant's ’s Service has terminated for any reason and any Performance Stock Units that are not Service-Based Vested shall be forfeited without consideration on the Participant's ’s Termination Date. No unvested Performance Stock Units for a future Fiscal Year calendar year can become Service-Based Vested after a Change in Control and any Performance Stock Units that are not Service-Based Vested shall be forfeited without consideration upon such Change in Control.. Performance-Based Vested Requirement: The Performance-Based Vested requirements are described in this section. The There are two separate Performance Goals for each Performance Period. Fifty percent of the Stock Units for each Performance Period shall be subject to achievement of Performance Goals that will annually be prescribed by the Committee Absolute Value Goal for one or more of each of the then remaining Fiscal Years that are contained within the such Performance Period. The other fifty percent of the Stock Units for each Performance Goals for Fiscal Year 2014 are set forth below and it is expected that the Performance Goals for Fiscal Years 2015 and 2016, respectively, will Period shall be provided by the Company to you in writing within the first 90 days of each such Fiscal Year (and you must timely execute such writing as a condition of this Award and such writing will then become a part of this Agreement). Each respective set of annual Performance Goals will apply subject to the number of Performance Units designated above Relative Value Goal for the corresponding Fiscal Year in the such Performance Period. After As soon as practicable but in any event within thirty (30) days after the end of each Fiscal Year in the Performance Period, the Committee will determine the degree of satisfaction for that Fiscal Year's Performance Period’s respective Performance Goals and will determine what number of the Performance Stock Units subject to that Fiscal Year's Performance Period’s Performance Goals will no longer be eligible to become Performance-Based Vested and which are therefore forfeited without consideration upon such Committee determination. Additionally, after the end of each Fiscal Year, the Committee will make a separate determination as to what number (if any) of then outstanding Performance Units designated to such Fiscal Year will be forfeited without consideration based on overall considerations and factors that the Committee elects to apply in its discretion notwithstanding the degree of attainment of the various Performance Goals for that Fiscal Year. Notwithstanding the foregoing, the Committee will make all such performance vesting determinations no later than immediately before the occurrence of any Change in Control. The number of remaining Performance Stock Units (if any) that have not been forfeited after the Committee's ’s final determinations under this section shall then become Performance-Based Vested. In the event that your Service ceases prior to Stock Units becoming Vested Performance Units, you will upon your Termination Date forfeit to the Company without consideration all of the then unvested Stock Units subject to this Award.Fiscal Year 2014 Performance Goals: _________________