Common use of Lapse of RESTRICTED PERIOD Clause in Contracts

Lapse of RESTRICTED PERIOD. (a) Subject to compliance with Sections 6 and 7, restrictions on RSUs subject to the Award shall be deemed to lapse at the close of business on the later of the vesting date and the date on which the RSUs are no longer subject to the TARP limitations set forth in Section 4. Notwithstanding the foregoing, in the event of Grantee’s (i) death, (ii) Disability, (iii) retirement or (iv) termination of employment that would entitle Grantee to severance payments pursuant to the provisions of the Company’s Severance Pay Plan, as in effect from time to time (the “Severance Pay Plan”), the outstanding Time-Based RSUs, and the Performance-Based RSUs that have satisfied the Company’s performance targets but are not vested, shall vest based on the number of months that have lapsed in the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plan document, “retirement” shall mean Grantee’s cessation of employment for reasons other than Cause following the later of Grantee’s 55th birthday and completion of five years of employment with the Company or an Affiliate. All outstanding RSUs shall 100% vest in the event of a Change in Control. Upon the later of the vesting date and the date(s) on which such RSUs are no longer subject to the TARP limitations in Section 4, the associated number of RSUs shall be settled in freely transferable shares of the Company’s Common Stock. If Grantee’s employment with the Company or its Affiliates terminates prior to full vesting other than under the circumstances described in this Section 5, any portion of the Award that has not vested at the time of such termination shall be forfeited.

Lapse of RESTRICTED PERIOD. (a) Subject to compliance with Sections 6 and 7, restrictions on RSUs shares subject to the Award shall be deemed to lapse at the close of business on the later of the vesting date and the date on which the RSUs restricted shares are no longer subject to the TARP limitations set forth in Section 4. Notwithstanding the foregoing, in the event of Grantee’s (i) death, (ii) Disability, or (iii) retirement or (iv) termination of employment that would entitle Grantee to severance payments pursuant to the provisions of the Company’s Severance Pay Plan, as in effect from time to time (the “Severance Pay Plan”), the outstanding Time-Based RSUsrestricted shares, and the Performance-Based RSUs restricted shares that have satisfied the Company’s performance targets but are not vested, shall vest based on the number of months that have lapsed in the vesting period. In the event that Grantee retires, then the outstanding Time-Based restricted shares shall be forfeited, and the outstanding Performance-Based restricted shares that have satisfied the Company’s performance targets shall vest based on the number of months that have lapsed in the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plan document, “retirement” shall mean Grantee’s cessation of employment for reasons other than Cause following the later of Grantee’s 55th birthday and completion of five years of employment with the Company or an Affiliate. All outstanding RSUs restricted shares shall 100% vest in the event of a Change in Control. Upon the later of the vesting date and the date(s) on which such RSUs restricted shares are no longer subject to the TARP limitations in Section 4, the associated number of RSUs shares shall be settled in freely transferable shares of the Company’s Common Stocktransferable. If Grantee’s employment with the Company or its Affiliates terminates prior to full vesting other than under the circumstances described in this Section 5, any portion of the Award that has not vested at the time of such termination shall be forfeited.

Lapse of RESTRICTED PERIOD. (a) Subject to compliance with Sections 6 and 7, restrictions on RSUs shares subject to the Award shall be deemed to lapse at the close of business on the later of the vesting date and the date on which the RSUs restricted shares are no longer subject to the TARP limitations set forth in Section 4. Notwithstanding the foregoing, in the event of Grantee’s (i) death, (ii) Disability, (iii) retirement or (iv) termination of employment that would entitle Grantee to severance payments pursuant to the provisions of the Company’s Severance Pay Plan, as in effect from time to time (the “Severance Pay Plan”), the outstanding Time-Based RSUsrestricted shares, and the Performance-Based RSUs restricted shares that have satisfied the Company’s performance targets but are not vested, shall vest based on the number of months that have lapsed in the vesting period. For purposes of this Agreement, notwithstanding the definition in the Plan document, “retirement” shall mean Grantee’s cessation of employment for reasons other than Cause following the later of Grantee’s 55th birthday and completion of five years of employment with the Company or an Affiliate. All outstanding RSUs restricted shares shall 100% vest in the event of a Change in Control. Upon the later of the vesting date and the date(s) on which such RSUs restricted shares are no longer subject to the TARP limitations in Section 4, the associated number of RSUs shares shall be settled in freely transferable shares of the Company’s Common Stocktransferable. If Grantee’s employment with the Company or its Affiliates terminates prior to full vesting other than under the circumstances described in this Section 5, any portion of the Award that has not vested at the time of such termination shall be forfeited.