Common use of Form of Payment and Vesting Clause in Contracts

Form of Payment and Vesting. (a) The TSR Performance Award shall vest on the last day of the TSR Performance Period (the “TSR Vesting Date”) in a number of shares of Company Stock equal to the multiple of the TSR Performance Award achieved, as determined by the Committee (or its designee) in accordance with the performance conditions set forth in Exhibit A hereto (“Exhibit A”), provided that the Participant is providing service to the Company or one of its Subsidiaries on the TSR Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned in accordance with the prior sentence shall be delivered to the Participant as soon as practicable following the TSR Vesting Date, but no later than the later to occur of (i) the end of the calendar year in which the TSR Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the TSR Vesting Date. Any portion of the TSR Performance Award that could have been earned in accordance with the provisions of Exhibit A that is not earned as of the TSR Vesting Date, as determined by the Committee (or its designee), shall be immediately forfeited. (b) The FCF Performance Award shall vest on the third anniversary of the Date of Grant of the FCF Performance Award (the “FCF Vesting Date”) in a number of shares of Company Stock equal to the sum of the number of shares of Company Stock so earned for the FCF Performance Period, as determined by the Committee (or its designee) in accordance with the performance conditions set forth in Exhibit B hereto (“Exhibit B”), provided that the Participant is providing service to the Company or one of its Subsidiaries on the FCF Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned and vested in accordance with the foregoing shall be delivered to the Participant as soon as practicable following the FCF Vesting Date, but no later than the later to occur of (i) the end of the calendar year in which the FCF Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the FCF Vesting Date. Any portion of the FCF Performance Award that could have been earned in accordance with the provisions of Exhibit B that is not earned as of the last day of the FCF Performance Period, as determined by the Committee (or its designee), shall be immediately forfeited.

Form of Payment and Vesting. (a) The TSR Performance Award shall vest on the last day of the TSR Performance Period (the “TSR Vesting Date”) in a number of shares of Company Stock equal to the multiple of the TSR Performance Award achieved, as determined by the Committee (or its designee) in accordance with the performance conditions set forth in Exhibit A hereto (“Exhibit A”)hereto, provided that the Participant is providing service to the Company or one of its Subsidiaries on the TSR Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned in accordance with the prior sentence shall be delivered to the Participant as soon as practicable following the TSR Vesting Date, but no later than the later to occur of (i) the end of the calendar year in which the TSR Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the TSR Vesting Date. Any portion of the TSR Performance Award that could have been earned in accordance with the provisions of Exhibit A that is not earned as of the TSR Vesting Date, as determined by the Committee (or its designee), shall be immediately forfeited. (b) During each FCF Performance Period, one third (1/3rd) of the number of restricted stock units underlying the target FCF Performance Award shall be eligible to be earned based on achievement of the performance conditions set forth in Exhibit B hereto (as may be supplemented from time to time) (“Exhibit B”). The FCF Performance Award shall vest on the third anniversary of the Date of Grant of the FCF Performance Award (the “FCF Vesting Date”) in a number of shares of Company Stock equal to the sum of the number of shares of Company Stock so earned for each of the three FCF Performance PeriodPeriods, as determined by the Committee (or its designee) in accordance with the performance conditions set forth in Exhibit B hereto (“Exhibit B”), provided that the Participant is providing service to the Company or one of its Subsidiaries on the FCF Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned and vested in accordance with the foregoing shall be delivered to the Participant as soon as practicable following the FCF Vesting Date, but no later than the later to occur fifteenth day of (i) the end of third calendar month following the calendar year in which the FCF Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the occurs. For each FCF Vesting Date. Any Performance Period, any portion of the FCF Performance Award that could have been earned in accordance with the provisions of Exhibit B that is not earned as of the last day of the applicable FCF Performance Period, as determined by the Committee (or its designee), shall be immediately forfeited.

Form of Payment and Vesting. (a) The TSR Performance Award shall vest on the last day of the TSR Performance Period (the “TSR Vesting Date”) in a number of shares of Company Stock equal to the multiple of the TSR Performance Award achieved, as determined by the Committee (or its designee) in accordance with the performance conditions set forth in Exhibit A hereto (“Exhibit A”), provided that the Participant is providing service to the Company or one of its Subsidiaries on the TSR Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned in accordance with the prior sentence shall be delivered to the Participant as soon as practicable following the TSR Vesting Date, but no later than the later to occur of (i) the end of the calendar year in which the TSR Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the TSR Vesting Date. Any portion of the TSR Performance Award that could have been earned in accordance with the provisions of Exhibit A that is not earned as of the TSR Vesting Date, as determined by the Committee (or its designee), shall be immediately forfeited. (b) During each FCF Performance Period, one third (1/3rd) of the number of restricted stock units underlying the target FCF Performance Award shall be eligible to be earned based on achievement of the performance conditions set forth in Exhibit B hereto (as may be supplemented from time to time) (“Exhibit B”). The FCF Performance Award shall vest on the third anniversary of the Date of Grant of the FCF Performance Award (the “FCF Vesting Date”) in a number of shares of Company Stock equal to the sum of the number of shares of Company Stock so earned for each of the three FCF Performance PeriodPeriods, as determined by the Committee (or its designee) in accordance with the performance conditions set forth in Exhibit B hereto (“Exhibit B”), provided that the Participant is providing service to the Company or one of its Subsidiaries on the FCF Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned and vested in accordance with the foregoing shall be delivered to the Participant as soon as practicable following the FCF Vesting Date, but no later than the later to occur fifteenth day of (i) the end of third calendar month following the calendar year in which the FCF Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the occurs. For each FCF Vesting Date. Any Performance Period, any portion of the FCF Performance Award that could have been earned in accordance with the provisions of Exhibit B that is not earned as of the last day of the applicable FCF Performance Period, as determined by the Committee (or its designee), shall be immediately forfeited.

Form of Payment and Vesting. (a) The TSR Performance Award shall vest on the last day of the TSR Performance Period (the “TSR Vesting Date”) in a number of shares of Company Stock equal to the multiple of the TSR Performance Award achieved, as determined by the Committee (or its designee) in accordance with the performance conditions set forth in Exhibit A hereto (“Exhibit A”), provided that the Participant is providing service to the Company or one of its Subsidiaries 1 on the TSR Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned in accordance with the prior sentence shall be delivered to the Participant as soon as practicable following the TSR Vesting Date, but no later than the later to occur of (i) the end of the calendar year in which the TSR Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the TSR Vesting Date. Any portion of the TSR Performance Award that could have been earned in accordance with the provisions of Exhibit A that is not earned as of the TSR Vesting Date, as determined by the Committee (or its designee), shall be immediately forfeited. (b) During each FCF Performance Period, one third (1/3rd) of the number of restricted stock units underlying the target FCF Performance Award shall be eligible to be earned based on achievement of the performance conditions set forth in Exhibit B hereto (as may be supplemented from time to time) (“Exhibit B”). The FCF Performance Award shall vest on the third anniversary of the Date of Grant of the FCF Performance Award (the “FCF Vesting Date”) in a number of shares of Company Stock equal to the sum of the number of shares of Company Stock so earned for each of the three FCF Performance PeriodPeriods, as determined by the Committee (or its designee) in accordance with the performance conditions set forth in Exhibit B hereto (“Exhibit B”), provided that the Participant is providing service to the Company or one of its Subsidiaries on the FCF Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned and vested in accordance with the foregoing shall be delivered to the Participant as soon as practicable following the FCF Vesting Date, but no later than the later to occur fifteenth day of (i) the end of third calendar month following the calendar year in which the FCF Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the occurs. For each FCF Vesting Date. Any Performance Period, any portion of the FCF Performance Award that could have been earned in accordance with the provisions of Exhibit B that is not earned as of the last day of the applicable FCF Performance Period, as determined by the Committee (or its designee), shall be immediately forfeited.

Form of Payment and Vesting. (a) The TSR attached Schedule A specifies the financial performance goals (“Performance Award shall vest on Goals”) required to be attained during the last day of the TSR Performance Period performance period designated above (the “TSR Vesting DatePerformance Period”) in a order for the Performance RSUs to become eligible to vest, provided that, in determining the number of shares Performance RSUs eligible to vest, the Committee shall at all times have the right in its sole discretion to reduce the number of Company Stock equal Performance RSUs that would otherwise be eligible to the multiple vest as a result of the TSR performance as measured against the Performance Award achieved, as determined by the Committee Goal (or its designee) “Negative Discretion”). Any Performance RSUs that vest in accordance with the performance conditions set forth in Exhibit A hereto (“Exhibit A”), provided that the Participant is providing service to the Company or one of its Subsidiaries on the TSR Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned Agreement shall thereafter be payable in accordance with the prior sentence shall be delivered to the Participant as soon as practicable following the TSR Vesting Date, but no later than the later to occur of (i) the end of the calendar year in which the TSR Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the TSR Vesting Datethis Section 2. Any portion of the TSR Performance Award RSUs that could have been earned in accordance with the provisions of Exhibit A that is do not earned as of the TSR Vesting Date, as determined by the Committee (or its designee), vest pursuant to this Agreement shall be immediately forfeited. (b) Following the end of the Performance Period (but in no event later than two and one-half (2 1⁄2) months following the end of the Performance Period), the Committee shall determine the actual level of attainment of the Performance Goal for the Performance Period. On the basis of the Committee’s determination, the Committee will determine the number of Performance RSUs eligible to vest as calculated in accordance with the percentile matrix set forth in Schedule A, subject to the Committee’s Negative Discretion. The FCF number of Performance Award RSUs determined by the Committee through such process shall constitute the number of RSUs in which the Grantee shall vest on under this Award. With regard to Performance RSUs subject to this Award, the third anniversary “Vesting Date” for such Performance RSUs shall be the date that the Committee determines the vesting of Performance RSUs in accordance with this Section 2(b). (c) Not later than two and one-half (2 1⁄2) months following the end of the Date of Grant Performance Period, the Company shall deliver to the account of the FCF Performance Award (the “FCF Vesting Date”) in Grantee a number of shares of Company Stock equal to the sum of the number of (either by delivering one or more certificates for such shares of Company Stock so earned for the FCF Performance Periodor by entering such shares in book entry form, as determined by the Committee (Company in its discretion) equal to the number of RSUs subject to this Award that vest on the Vesting Date, less withholding pursuant to Section 7(e) of the Plan, unless such RSUs terminated or are forfeited prior to the Vesting Date pursuant to this Agreement or the Plan or unless the Company has elected in its designee) discretion to settle such vested RSUs in accordance cash in lieu of Stock. The Company’s obligation to deliver shares of Stock or otherwise make payment with respect to vested RSUs is subject to the performance conditions set forth in Exhibit B hereto (“Exhibit B”), provided condition precedent that the Participant is providing Grantee or other person entitled under the Plan to receive any shares of Stock with respect to the vested RSUs deliver to the Company any representations or other documents or assurances required pursuant to Section 7(j) of the Plan. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests with respect to any RSUs that are paid or that terminate pursuant to this Agreement or the Plan. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue shares of Stock in payment of the RSUs unless such issuance and such payment shall comply with all relevant provisions of law and the requirements of any applicable stock exchange. (d) Except as otherwise provided in Section 3 of this Agreement and except as otherwise provided in the Employment Agreement to the extent then in effect, the vesting schedule in this Agreement requires continued employment or service to with the Company or one of its Subsidiaries on through the FCF Vesting Date (other than as is a condition to the vesting of the Award and the rights and benefits under this Agreement. Except as otherwise provided by Paragraph 4 in Section 3 of this Award Agreement). Any shares of Company Stock earned Agreement and vested except as otherwise provided in accordance with the foregoing shall be delivered Employment Agreement to the Participant as soon as practicable following the FCF Vesting Dateextent then in effect, but no later than the later to occur of (i) the end of the calendar year in which the FCF Vesting Date occurs and (ii) the fifteenth day of the third calendar month following the FCF Vesting Date. Any employment or service for only a portion of the FCF Performance Award that could have been earned vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in accordance with this Agreement or under the provisions Plan. (e) Notwithstanding anything to the contrary in this Agreement, the Company reserves the right, at its sole discretion, to settle any vested RSU by cash payment in lieu of Exhibit B that is not earned Stock. If the Company elects to settle any RSU in cash, the amount of cash to be paid by the Company in settlement shall be determined by multiplying (a) the number of vested RSUs to be settled in cash, less any withholding pursuant to Section 7(e) of the Plan, by (b) the Fair Market Value of a share of Stock as of the last day of the FCF Performance Period, as determined by the Committee (or its designee), shall be immediately forfeitedVesting Date.