Common use of Earned Shares Clause in Contracts

Earned Shares. Promptly following the completion of each Measurement Period, and in any event within two and one-half (2 ½) months following the end of the Measurement Period, (i) the Committee will review and certify in writing (x) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (y) the number of shares of the Company’s Common Stock that the Participant has earned and that are to be issued by the Company with respect to such Measurement Period, rounded to the nearest whole share (the “Earned Shares”); (ii) the Company shall issue or cause to be issued in the name of the Participant the number of Earned Shares, if any; and (iii) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee’s written certification (a “Settlement Date”). Notwithstanding the foregoing, for a Participant who is or becomes eligible for Retirement at any time prior to the end of the third Measurement Period, any portion of the Award deemed to be Earned Shares as a result of a Participant’s Retirement pursuant to Section 3(c)(ii) below, shall be settled during the earlier of the following periods: (A) within thirty (30) days of such Participant’s Separation from Service or (B) within two and one-half (2 ½) months following the end of the Measurement Period applicable to such portion of deemed Earned Shares. The issuance of such deemed Earned Shares shall be made in accordance with (ii) and (iii) of this Section 3(b) above. The written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited to the Account.

Earned Shares. Promptly following (a) As soon as administratively practicable after the completion last day of each Measurement the Performance Period, the Committee shall determine for the Performance Period the TSR for the Company and the Earned Percentage. The Committee’s determinations pursuant to the preceding sentence shall be certified by the Committee in any event within two writing and one-half (2 ½) months following delivered to the end Secretary of the Measurement Company. For purposes of the preceding sentence, written authorization of the Committee Chairman or approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification. Shares of Stock shall be deemed earned under this Paragraph 2(a) (to the extent the applicable performance goals are satisfied) on the date the Committee takes the action set forth in the first sentence of this Paragraph 2(a) (the “Certification Date”). At the time of such certification and based on the TSR for the Performance Period, (i) the Committee will review and certify in writing (x) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (y) the number of shares of the Company’s Common Stock that shall be earned shall be equal to the Participant has number of Performance Units granted hereunder multiplied by the Earned Percentage (expressed as a percentage rounded to two decimal places). (b) Notwithstanding any provision of Paragraph 2(a) to the contrary, no shares of Stock shall be earned and that are to be issued if Participant’s employment is terminated for any reason by the Company with respect to or by Participant for any reason other than death, Disability or Retirement, in either case before the Certification Date. (c) In the event of a Change in Control during the Performance Period if such Measurement Period, rounded to Change of Control occurs either (i) while Participant is in the nearest whole share (employ of the “Earned Shares”); Company or (ii) on or after the date upon which Participant’s employment with the Company terminated by reason of Retirement, death or Disability or by the Company other than a Termination for Cause, one share of Stock shall issue or cause to be issued in the name earned for each Performance Unit as of the Participant effective date of such Change in Control and the provisions of Section 2(a) shall cease to apply. (d) In the event of termination of Participant’s employment by reason of Retirement, death or Disability and subject to the provisions of Paragraph 2(c), the number of Earned Shares, shares of Stock that shall be earned on the Certification Date shall equal the total number of shares of Stock that would be earned as provided in Paragraph 2(a) if any; and Participant was still employed on the Certification Date multiplied by the portion (iiiexpressed as a percentage rounded to two decimal places) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books Performance Period during which Participant was an employee of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee’s written certification (a “Settlement Date”). Notwithstanding the foregoing, for a Participant who is or becomes eligible for Retirement at any time prior to the end of the third Measurement Period, any portion of the Award deemed to be Earned Shares as a result of a Participant’s Retirement pursuant to Section 3(c)(ii) below, shall be settled during the earlier of the following periods: (A) within thirty (30) days of such Participant’s Separation from Service or (B) within two and one-half (2 ½) months following the end of the Measurement Period applicable to such portion of deemed Earned Shares. The issuance of such deemed Earned Shares shall be made in accordance with (ii) and (iii) of this Section 3(b) above. The written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited to the AccountCompany.

Earned Shares. Promptly following (a) As soon as administratively practicable after the completion last day of each Measurement the Performance Period, the Committee shall determine for the Performance Period the Earnings Per Share for the Company and the Earned Percentage. The Committee’s determinations pursuant to the preceding sentence shall be certified by the Committee in any event within two writing and one-half (2 ½) months following delivered to the end Secretary of the Measurement Company. For purposes of the preceding sentence, written authorization of the Committee Chairman or approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification. Shares of Stock shall be deemed earned under this Paragraph 2(a) (to the extent the applicable performance goals are satisfied) on the date the Committee takes the action set forth in the first sentence of this Paragraph 2(a) (the “Certification Date”). At the time of such certification and based on the Earnings Per Share for the Performance Period, (i) the Committee will review and certify in writing (x) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (y) the number of shares of the Company’s Common Stock that shall be earned shall be equal to the Participant has number of Performance Units granted hereunder multiplied by the Earned Percentage (expressed as a percentage rounded to two decimal places). (b) Notwithstanding any provision of Paragraph 2(a) to the contrary, no shares of Stock shall be earned and that are to be issued if Participant’s employment is Terminated for any reason by the Company with respect to or by Participant for any reason other than death, Disability or Retirement, in either case before the Certification Date. (c) In the event of a Change in Control during the Performance Period if such Measurement Period, rounded to Change of Control occurs either (i) while Participant is in the nearest whole share (employ of the “Earned Shares”); Company or (ii) on or after the date upon which Participant’s employment with the Company terminated by reason of Retirement, death or Disability or by the Company other than a Termination for Cause, one share of Stock shall issue or cause to be issued in the name earned for each Performance Unit as of the Participant effective date of such Change in Control and the provisions of Section 2(a) shall cease to apply. (d) In the event of termination of Participant’s employment by reason of Retirement, death or Disability and subject to the provisions of Paragraph 2(c), the number of Earned Shares, shares of Stock that shall be earned on the Certification Date shall equal the total number of shares of Stock that would be earned as provided in Paragraph 2(a) if any; and Participant was still employed on the Certification Date multiplied by the portion (iiiexpressed as a percentage rounded to two decimal places) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books Performance Period during which Participant was an employee of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee’s written certification (a “Settlement Date”). Notwithstanding the foregoing, for a Participant who is or becomes eligible for Retirement at any time prior to the end of the third Measurement Period, any portion of the Award deemed to be Earned Shares as a result of a Participant’s Retirement pursuant to Section 3(c)(ii) below, shall be settled during the earlier of the following periods: (A) within thirty (30) days of such Participant’s Separation from Service or (B) within two and one-half (2 ½) months following the end of the Measurement Period applicable to such portion of deemed Earned Shares. The issuance of such deemed Earned Shares shall be made in accordance with (ii) and (iii) of this Section 3(b) above. The written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited to the AccountCompany.

Earned Shares. Promptly following (a) As soon as administratively practicable after the completion last day of each Measurement the Performance Period, the Committee shall determine for the Performance Period the Earnings Per Share for the Company and the Earned Percentage. The Committee’s determinations pursuant to the preceding sentence shall be certified by the Committee in any event within two writing and one-half (2 ½) months following delivered to the end Secretary of the Measurement Company. For purposes of the preceding sentence, written authorization of the Committee Chairman or approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification. Shares of Stock shall be deemed earned under this Paragraph 2(a) (to the extent the applicable performance goals are satisfied) on the date the Committee takes the action set forth in the first sentence of this Paragraph 2(a) (the “Certification Date”). At the time of such certification and based on the Earnings Per Share for the Performance Period, (i) the Committee will review and certify in writing (x) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (y) the number of shares of the Company’s Common Stock that shall be earned shall be equal to the Participant has number of Performance Units granted hereunder multiplied by the Earned Percentage (expressed as a percentage rounded to two decimal places). The Earned Percentage shall be determined in accordance with the schedules set forth on Appendix A hereto. (b) Notwithstanding any provision of Paragraph 2(a) to the contrary, no shares of Stock shall be earned and that are to be issued if Participant’s employment is Terminated for Cause by the Company with respect to or by Participant for any reason other than death, Disability or Retirement, in either case before the Certification Date. (c) In the event of a Change in Control during the Performance Period if such Measurement Period, rounded to Change of Control occurs either (i) while Participant is in the nearest whole share (employ of the “Earned Shares”); Company or (ii) on or after the date upon which Participant’s employment with the Company terminated by reason of Retirement, death or Disability or by the Company other than a Termination for Cause, one-half of one share of Stock shall issue or cause to be issued in the name earned for each Performance Unit as of the Participant effective date of such Change in Control and the provisions of Section 2(a) shall cease to apply. (d) In the event of termination of Participant’s employment by reason of Retirement, death or Disability or by the Company other than a Termination for Cause, and subject to the provisions of Paragraph 2(c), the number of Earned Shares, shares of Stock that shall be earned on the Certification Date shall equal the total number of shares of Stock that would be earned as provided in Paragraph 2(a) if any; and Participant was still employed on the Certification Date multiplied by the portion (iiiexpressed as a percentage rounded to two decimal places) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books Performance Period during which Participant was an employee of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee’s written certification (a “Settlement Date”). Notwithstanding the foregoing, for a Participant who is or becomes eligible for Retirement at any time prior to the end of the third Measurement Period, any portion of the Award deemed to be Earned Shares as a result of a Participant’s Retirement pursuant to Section 3(c)(ii) below, shall be settled during the earlier of the following periods: (A) within thirty (30) days of such Participant’s Separation from Service or (B) within two and one-half (2 ½) months following the end of the Measurement Period applicable to such portion of deemed Earned Shares. The issuance of such deemed Earned Shares shall be made in accordance with (ii) and (iii) of this Section 3(b) above. The written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited to the AccountCompany.

Earned Shares. Promptly following (a) As soon as administratively practicable after the completion last day of each Measurement the Performance Period, the Committee shall determine for the Performance Period the Earnings Per Share for the Company and the Earned Percentage. The Committee’s determinations pursuant to the preceding sentence shall be certified by the Committee in any event within two writing and one-half (2 ½) months following delivered to the end Secretary of the Measurement Company. For purposes of the preceding sentence, written authorization of the Committee Chairman or approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification. Shares of Stock shall be deemed earned under this Paragraph 2(a) (to the extent the applicable performance goals are satisfied) on the date the Committee takes the action set forth in the first sentence of this Paragraph 2(a) (the “Certification Date”) and such Stock shall be Restricted Shares subject to the Forfeiture Restrictions set forth in Paragraph 3. At the time of such certification and based on the Earnings Per Share for the Performance Period, (i) the Committee will review and certify in writing (x) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (y) the number of shares of the Company’s Common Stock that shall be earned shall be equal to the Participant has number of Performance Units granted hereunder multiplied by the Earned Percentage (expressed as a percentage rounded to two decimal places). The Earned Percentage shall be determined in accordance with the schedules set forth on Appendix A hereto. (b) Notwithstanding any provision of Paragraph 2(a) to the contrary, no shares of Stock shall be earned and that are to be issued if Participant’s employment is Terminated for Cause by the Company with respect to or by Participant for any reason other than death, Disability or Retirement, in either case before the Certification Date. (c) In the event of a Change in Control during the Performance Period if such Measurement Period, rounded to Change of Control occurs either (i) while Participant is in the nearest whole share (employ of the “Earned Shares”); Company or (ii) on or after the date upon which Participant’s employment with the Company terminated by reason of Retirement, death or Disability or by the Company other than a Termination for Cause, one-half of one share of Stock shall issue or cause to be issued in the name earned for each Performance Unit as of the Participant effective date of such Change in Control and the provisions of Section 2(a) shall cease to apply. (d) In the event of termination of Participant’s employment by reason of Retirement, death or Disability or by the Company other than a Termination for Cause, and subject to the provisions of Paragraph 2(c), the number of Earned Shares, shares of Stock that shall be earned on the Certification Date shall equal the total number of shares of Stock that would be earned as provided in Paragraph 2(a) if any; and Participant was still employed on the Certification Date multiplied by the portion (iiiexpressed as a percentage rounded to two decimal places) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books Performance Period during which Participant was an employee of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, as of the date of the Committee’s written certification (a “Settlement Date”). Notwithstanding the foregoing, for a Participant who is or becomes eligible for Retirement at any time prior to the end of the third Measurement Period, any portion of the Award deemed to be Earned Shares as a result of a Participant’s Retirement pursuant to Section 3(c)(ii) below, shall be settled during the earlier of the following periods: (A) within thirty (30) days of such Participant’s Separation from Service or (B) within two and one-half (2 ½) months following the end of the Measurement Period applicable to such portion of deemed Earned Shares. The issuance of such deemed Earned Shares shall be made in accordance with (ii) and (iii) of this Section 3(b) above. The written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited to the AccountCompany.

Earned Shares. Promptly following (a) As soon as administratively practicable after the completion last day of each Measurement the Performance Period, the Committee shall determine for the Performance Period the 1) Earnings Per Share, 2) Free Cash Flow and 3) Backlog for the Company and the Earned Percentage. The Committee’s determinations pursuant to the preceding sentence shall be certified by the Committee in any event within two writing and one-half (2 ½) months following delivered to the end Secretary of the Measurement Company. For purposes of the preceding sentence, written authorization of the Committee Chairman or approved minutes of the Committee meeting in which the certification is made shall be treated as a written certification. Shares of Stock shall be deemed earned under this Paragraph 2(a) (to the extent the applicable performance goals are satisfied) on the date the Committee takes the action set forth in the first sentence of this Paragraph 2(a) (the “Certification Date”). At the time of such certification and based on the Earnings Per Share, Free Cash Flow and Backlog “earned” for the Performance Period, (i) the Committee will review and certify in writing (x) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (y) the number of shares of the Company’s Common Stock that shall be earned shall be equal to the Participant has number of Performance Units granted hereunder multiplied by the Earned Percentages (expressed as a percentage rounded to two decimal places). The Earned Percentage shall be determined in accordance with the schedules set forth on Appendix A hereto. (b) Notwithstanding any provision of Paragraph 2(a) to the contrary, no shares of Stock shall be earned and that are to be issued if Participant’s employment is Terminated for any reason by the Company with respect to or by Participant for any reason other than death, Disability or Retirement, in either case before the Certification Date. (c) In the event of a Change in Control during the Performance Period if such Measurement Period, rounded to Change of Control occurs either (i) while Participant is in the nearest whole share (employ of the “Earned Shares”); Company or (ii) on or after the date upon which Participant’s employment with the Company terminated by reason of Retirement, death or Disability, one share of Stock shall issue or cause to be issued in the name earned for each Performance Unit as of the Participant effective date of such Change in Control multiplied by the portion (expressed as the number of Earned Shares, if any; and (iiidays in the Performance Period completed as of change in control date divided by 365 as a percentage rounded to two decimal places) the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, Performance Period complete as of the date of the Committee’s written certification (a “Settlement Date”). Notwithstanding Change In Control and the foregoing, for a Participant who is or becomes eligible for Retirement at any time prior to the end provisions of the third Measurement Period, any portion of the Award deemed to be Earned Shares as a result of a Participant’s Retirement pursuant to Section 3(c)(ii2(a) below, shall be settled during the earlier of the following periods: (A) within thirty (30) days of such Participant’s Separation from Service or (B) within two and one-half (2 ½) months following the end of the Measurement Period applicable to such portion of deemed Earned Shares. The issuance of such deemed Earned Shares shall be made in accordance with (ii) and (iii) of this Section 3(b) above. The written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited apply. (d) In the event of termination of Participant’s employment by reason of Retirement, death or Disability and subject to the Accountprovisions of Paragraph 2(c), the number of shares of Stock that shall be earned on the Certification Date shall equal the total number of shares of Stock that would be earned as provided in Paragraph 2(a) if Participant was still employed on the Certification Date multiplied by the portion (expressed as the number of days in the Performance Period during which Participant was actively employed divided by 365 as a percentage rounded to two decimal places) of the Performance Period during which Participant was an employee of the Company.

Earned Shares. Promptly following the completion of each Measurement the Performance Period, and in any event within two and one-half (2 ½) months following the end of the Measurement Performance Period, (i) the Committee will review and certify in writing (x) whether, and to what extent, the Performance Goal for the Measurement Period has been achieved, and (y) the number of shares of the Company’s Common Stock that the Participant has earned and that are to be issued by the Company with respect to such Measurement PeriodCompany, rounded to the nearest whole share (the “Earned Shares”); . On the date of the Committee’s written certification (ii) the “Settlement Date”), the Company shall shall, at the Participant’s sole discretion (subject to the availability of shares under the Plan), (i) issue or cause to be issued in the name of the Participant the number of Earned Shares, if any; and , or (iiiii) make or cause to be made to the Participant a cash payment equal to the Fair Market Value, determined as of the last day of the Performance Period, of the Earned Shares. If the Participant chooses to receive the Earned Shares, the Company shall enter the Participant’s name (or the name of the Participant’s personal representative) on the books of the Company as a shareholder of record of the Company with respect to the Earned Shares, if any, Shares as of the date of the Committee’s written certification (a “Settlement Date”). Notwithstanding the foregoing, for a Participant who is or becomes eligible for Retirement at any time prior to the end of the third Measurement Period, any portion of the Award deemed to be Earned Shares as a result of a Participant’s Retirement pursuant to Section 3(c)(ii) below, shall be settled during the earlier of the following periods: (A) within thirty (30) days of such Participant’s Separation from Service or (B) within two and one-half (2 ½) months following the end of the Measurement Period applicable to such portion of deemed Earned Shares. The issuance of such deemed Earned Shares shall be made in accordance with (ii) and (iii) of this Section 3(b) above. The Such written certification of the Committee shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law. Upon the issuance of the Earned Shares or the making of a cash payment equal to the Fair Market Value, determined as of the last day of the Performance Period, of the Earned Shares to the Participant, the portion of the RSUs eligible to be earned for such Measurement Period shall cease to be credited to the Account.