Common use of Commencement of Vesting and Exercisability Clause in Contracts

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 below (b) In the event the Optionee’s Termination of Service as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b) below, and (ii) as of the Termination Date, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to the contrary, the Performance-Based Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination of Service for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of the Optionee’s Termination of Service for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable shall remain exercisable through the time period set forth in Section 3.3(b) below. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the The Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 belowas follows: Third anniversary of date of grant 50 % Fourth anniversary of date of grant 25 % Fifth anniversary of date of grant 25 % (b) In the event the of a termination of Optionee’s Termination of Service employment as a result of death Death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Common Shares underlying such Performance-Based Option through the time period as set forth in Section 3.3(b3.3 (b)(ii) below, and (ii) as of the Termination Date, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to In the contraryevent of a termination of Optionee’s employment for any reason other than Death or Permanent Disability, then (i) the Performance-Based Earned Performance Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable as set forth in Section 3.3 (b)(iii) or 3.3 (b)(iv) below and (ii) the Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee Board may, for a Termination termination of Service employment for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of the a termination of Optionee’s Termination of Service employment for any reason other than death or Permanent Disability, then the Performance-Based Option set out in respect (b) and (c) above and subject to section 3.3 all Options will lapse with effect from that date of the Earned Performance Shares that have vested and become exercisable shall remain exercisable through the time period set forth in Section 3.3(b) belowtermination. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the The Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 belowas follows: Vesting Date Performance Shares (b) In the event the of a termination of Optionee’s Termination of Service employment as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b3.3 (b)(ii) below, and (ii) as of the Termination Datedate of termination of employment, any portion of the Performance-Based Option which then has not become vested and an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to the contrary, at the Performance-Based discretion of the Board, the Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee Board may, for a Termination termination of Service employment for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have has not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of the a termination of Optionee’s Termination of Service employment for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable through the time period set forth in Section 3.3(b3.3 (b)(iii) or 3.3 (b)(iv) below. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change termination of ControlOptionee’s employment for any reason other than set out in (b) and (d) above and subject to Section 3.3, all Options will lapse with effect from the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting date of unvested Earned Performance Sharestermination.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the The Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 belowas follows: Vesting Date Performance Shares Second anniversary of Grant Date [INSERT DATE] [ ]% Third anniversary of Grant Date [INSERT DATE] [ ]% Vesting Date Performance Shares Fourth anniversary of Grant Date [INSERT DATE] [ ]% Fifth anniversary of Grant Date [INSERT DATE] [ ]% (b) In the event of a termination of the Optionee’s Termination of Service employment as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b3.3 (b) below, and (ii) as of the Termination Datedate of termination of employment, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to the contrary, at the Performance-Based discretion of the Committee, the Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination termination of Service employment for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of a termination of the Optionee’s Termination of Service employment for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable through the time period set forth in Section 3.3(b3.3 (b) below. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 3.2 below: (b) In the event of the Optionee’s Termination of Service as a result of death or Permanent Disability, then (i) death; (ii) Permanent Disability; or (iii) within two years of a Change of Control, (x) a termination by the Earned Performance Shares and Employer without Good Cause [or Cause] or (y) a resignation for Good Reason by the Performance-Based Optionee, the Option in respect thereof shall become immediately fully vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through Option. (c) If the time period set forth in Section 3.3(bevent of the Optionee’s Termination of Service prior to, or more than two (2) belowyears after, and a Change of Control due to (i) a termination by the Company without Good Cause [or Cause], (ii) resignation with Good Reason by the Optionee, the Option shall become fully vested and exercisable with respect to such number of Shares underlying such Option that would have vested as of the Termination Date after giving effect to service vesting credit equal to an additional twelve (12) months. If, after giving effect to the service vesting credit provided under this Section 3.1(c), the Optionee is not deemed to have satisfied the requirement of continued employment through one or more of the applicable vesting dates pursuant to Section 3.1(a), any unvested Shares underlying the Option shall be forfeited as of the Termination Date, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisable. (cd) Notwithstanding anything herewith to In the contraryevent of the Optionee’s Termination of Service for any reason, then (i) the Performance-Based Option over Earned Performance Shares that are vested and exercisable as of the Optionee’s Termination Date shall remain exercisable as set forth in Section 3.2 (b) below and (ii) the Option over Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination of Service for reasons other than death, Permanent Disability a termination by the Employer for Good Cause [or Cause] or for the reasons set forth in Section 3.1(b) or 3.1(c), determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of the Optionee’s Termination of Service for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable shall remain exercisable through the time period set forth in Section 3.3(b) below. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 3.1 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In Except as otherwise set forth in Section 3.1(b) above, in the event of a Change of ControlControl and regardless of whether the Option is assumed or substituted by a successor company, the Performance-Based Option shall not automatically immediately vest and become exercisable and unless the Committee shall have so determines at the sole discretion to accelerate time of the vesting Change of unvested Earned Performance SharesControl, in its absolute discretion, on such terms and conditions that the Committee deems appropriate.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the The Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 belowas follows: Vesting Date Performance Shares Second anniversary of Grant Date [INSERT DATE] [ ]% Third anniversary of Grant Date [INSERT DATE] [ ]% Fourth anniversary of Grant Date [INSERT DATE] [ ]% Fifth anniversary of Grant Date [INSERT DATE] [ ]% (b) In the event of a termination of the Optionee’s Termination of Service employment as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b3.3 (b) below, and (ii) as of the Termination Datedate of termination of employment, any portion of the Performance-Based Option which then has not become vested and an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to the contrary, at the Performance-Based discretion of the Committee, the Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination termination of Service employment for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of a termination of the Optionee’s Termination of Service employment for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable through the time period set forth in Section 3.3(b3.3 (b) below. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries Xxxxxx Group through the applicable vesting datedate (set forth in the left column), the Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 3.2 below: Date Earned Performance Shares Become Performance Shares that Become Vested and Exercisable Vested and Exercisable Third anniversary of Grant Date [INSERT DATE] [insert]% Fourth anniversary of Grant Date [INSERT DATE] [insert]% (b) In the event of a termination of the Optionee’s Termination of Service employment as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b3.3 (b) below, and (ii) as of the Termination Datedate of termination of employment, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to the contrary, the Performance-Based Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination termination of Service employment for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of a termination of the Optionee’s Termination of Service employment for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable through the time period set forth in Section 3.3(b3.3 (b) below. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance SharesShares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries Xxxxxx Group through the applicable vesting datedate (set forth in the left column, the Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 3.2 below: Date Option Becomes Vested and Percentage of Shares under Option as to Exercisable which Become Exercisable Shares On or after [insert date] [insert]% On or after [insert date] [insert]% On or after [insert date] [insert]% On or after [insert date] [insert]% (b) In the event of a termination of the Optionee’s Termination of Service employment as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately fully vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b) below, and (ii) as of the Termination Date, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisableOption. (c) Notwithstanding anything herewith to In the contraryevent of a termination of the Optionee’s employment for any reason other than Death or Permanent Disability, then (i) the Performance-Based Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable as set forth in Section 3.2 (b) below and (ii) the Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination termination of Service employment for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of a termination of the Optionee’s Termination of Service employment for any reason other than death or Permanent Disabilityset out in (b) and (c) above and subject to Section 3.2, the Options, to the extent not then vested, lapse and be forfeited on the Performance-Based Option in respect date of the Earned Performance Shares that have vested and become exercisable shall remain exercisable through the time period set forth in Section 3.3(b) belowtermination. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance SharesOptions without regard to whether the Options are assumed or substituted by a successor company.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries Xxxxxx Group through the applicable vesting datedate (set forth in the left column), the Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 3.2 below: Second anniversary of Grant Date [insert] % [INSERT DATE] Third anniversary of Grant Date [insert] % [INSERT DATE] Fourth anniversary of Grant Date [insert] % [INSERT DATE] Fifth anniversary of Grant Date [insert] % [INSERT DATE] (b) In the event of a termination of the Optionee’s Termination of Service employment as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b3.3 (b) below, and (ii) as of the Termination Datedate of termination of employment, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to the contrary, contrary the Performance-Based Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination termination of Service employment for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of a termination of the Optionee’s Termination of Service employment for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable through the time period set forth in Section 3.3(b3.3 (b) below. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date termination date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries any Subsidiary or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares.Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company. 5

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries Xxxxxx Group through the applicable vesting datedate (set forth in the left column), the Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 3.2 below: Second anniversary of Grant Date [INSERT DATE] [insert] % Third anniversary of Grant Date [INSERT DATE] [insert] % Fourth anniversary of Grant Date [INSERT DATE] [insert] % Fifth anniversary of Grant Date [INSERT DATE] [insert] % (b) In the event of a termination of the Optionee’s Termination of Service employment as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b) below, and (ii) as of the Termination Datedate of termination of employment, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to the contrary, contrary the Performance-Based Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination termination of Service employment for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of a termination of the Optionee’s Termination of Service employment for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable through the time period set forth in Section 3.3(b3.3 (b) below.. 5 (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date termination date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries any Subsidiary or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of ControlControl (as defined in the Agreement), the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance SharesShares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the The Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 belowas follows: Percentage of Earned Performance Shares Third anniversary of date of grant 50 % Fourth anniversary of date of grant 25 % Fifth anniversary of date of grant 25 % (b) In the event the of a termination of Optionee’s Termination of Service employment as a result of death Death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately vested and exercisable with respect to all of the Common Shares underlying such Performance-Based Option through the time period as set forth in Section 3.3(b3.3 (b)(ii) below, and (ii) as of the Termination Date, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisable. (c) Notwithstanding anything herewith to In the contraryevent of a termination of Optionee’s employment for any reason other than Death or Permanent Disability, then (i) the Performance-Based Earned Performance Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable as set forth in Section 3.3 (b)(iii) or 3.3 (b)(iv) below and (ii) the Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee Board may, for a Termination termination of Service employment for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of the a termination of Optionee’s Termination of Service employment for any reason other than death or Permanent Disability, then the Performance-Based Option set out in respect (b) and (c) above and subject to section 3.3 all Options will lapse with effect from that date of the Earned Performance Shares that have vested and become exercisable shall remain exercisable through the time period set forth in Section 3.3(b) belowtermination. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (f) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares.

Commencement of Vesting and Exercisability. (a) Subject to the Optionee’s continued employment with the Company or its Subsidiaries through the applicable vesting date, the Earned Performance Shares shall vest and become exercisable according to a vesting schedule that is set forth in a Schedule to the Agreement or provided to the Optionee through the Optionee’s online account with the Company’s designated broker/stock plan administrator, and is in accordance with the periods set forth in Section 3.3 3.2 below: (b) In the event of the Optionee’s Termination of Service as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Performance-Based Option in respect thereof shall become immediately fully vested and exercisable with respect to all of the Shares underlying such Performance-Based Option through the time period set forth in Section 3.3(b) below, and (ii) as of the Termination Date, any portion of the Performance-Based Option which then has not become an Earned Performance Share shall immediately terminate and will at no time be exercisableOption. (c) Notwithstanding anything herewith to In the contraryevent of the Optionee’s Termination of Service for any reason other than death or Permanent Disability, then (i) the Performance-Based Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable as set forth in Section 3.2 (b) below and (ii) the Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for a Termination of Service for reasons other than death, Permanent Disability or Cause, determine in its sole discretion that the Performance-Based Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of the Optionee’s Termination of Service for any reason other than death or Permanent Disability, then the Performance-Based Option in respect of the Earned Performance Shares that have vested and become exercisable shall remain exercisable through the time period set forth in Section 3.3(b) below. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 3.1 and the Agreement will be the later of (i) the last day of the Optionee’s active employment with the Company or its Subsidiaries or (ii) the last day of any notice period or garden leave, as provided for under the Optionee’s employment or service contract or local law. (fe) In the event of a Change of Control, the Performance-Based Option shall not automatically vest and become exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance SharesOptions.