Common use of Long-Term Equity Incentives Clause in Contracts

Long-Term Equity Incentives. Effective each January 1st during the Term, the Company shall grant Executive an annual equity award under the Company’s 2010 Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 40% of Base Salary (or such higher percentage of Base Salary as determined by the Compensation Committee in its discretion) on such date (the “Annual Equity Grant”). Commencing on January 1, 2021 and on each January 1 thereafter during the Term, fifty-percent (50%) of each Annual Equity Grant shall be in the form of time-vested restricted stock units (“RSUs”), and fifty-percent (50%) shall be in the form of performance-based restricted stock units (“PBRSUs”). In the event of the termination of Executive’s employment with the Company by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Disability, and subject to the Executive’s (or his legal representative’s execution in the case of death) executing and not revoking the Release contemplated in Section 6.3, any outstanding time-vested Annual Equity Grants awarded pursuant to this Section 4.3 shall immediately vest and any outstanding performance vested Annual Equity Grants awarded pursuant to this Section 4.3 shall vest on their normal vesting date to the extent the applicable performance criteria are realized. In the event of a Change in Control, all of such outstanding Annual Equity Grants shall immediately vest provided Executive is actively employed by the Company on the closing date of such event.”

Long-Term Equity Incentives. Effective each January 1st during the Term, the Company VPG shall grant Executive an annual equity award under the CompanyVPG’s 2010 Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 40175% of Executive’s Base Salary (or such higher percentage of Base Salary as determined by the Compensation Committee in its discretion) on such date (the “Annual Equity Grant”). Commencing on January 1, 2021 and on each January 1 thereafter during the Term, fifty-percent (50%) of each Annual Equity Grant shall be in the form of time-vested restricted stock units (“RSUs”), and fifty-percent (50%) shall be in the form of performance-based restricted stock units (“PBRSUs”). The number of shares of Common Stock subject to such RSUs and PBRSUs shall be determined by dividing the applicable amount of the Annual Equity Grant by the average closing price of Common Stock on the New York Stock Exchange for the five (5) consecutive trading days immediately preceding each January 1. Subject to Executive’s continued employment with the Company, the RSUs and PBRSUs shall vest on January 1 of the third year following their grant, provided that, in the case of the PBRSUs, such PBRSUs shall vest only to the extent the performance criteria applicable to the PBRSUs are realized, with such performance criteria and extent of vesting established by the Compensation Committee, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. In the event of the termination of Executive’s employment with the Company by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Disability, and subject to the Executive’s (or his legal representative’s execution in the case of death) executing and not revoking the Release contemplated in Section 6.3, any the outstanding time-vested Annual Equity Grants awarded RSUs granted pursuant to this Section 4.3 4.4 shall immediately vest and any the outstanding performance vested Annual Equity Grants awarded PBRSUs granted pursuant to this Section 4.3 4.4 shall vest on their normal vesting date to the extent the applicable performance criteria are realized. In the event of a Change in Control, all of such outstanding Annual Equity Grants RSUs and PBRSUs shall immediately vest provided Executive is actively employed by the Company on the closing date of such eventvest.”

Long-Term Equity Incentives. Effective Commencing on January 1, 2014 and on each January 1st 1 thereafter during the Term, the Company shall grant Executive an annual equity award under the Company’s 2010 Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 4075% of Executive’s Base Salary (or such higher percentage of Base Salary as determined by the Compensation Committee in its discretion) on such date (the “Annual Equity Grant”). Commencing on January 1, 2021 and on each January 1 thereafter during the Term, fiftyTwenty-five percent (5025%) of each Annual Equity Grant shall be in the form of time-vested restricted stock units (“RSUs”), and fiftyseventy-five percent (5075%) shall be in the form of performance-based restricted stock units (“PBRSUs”). The number of shares of Common Stock subject to such RSUs and PBRSUs shall be determined by dividing the applicable amount of the Annual Equity Grant by the average closing price of Common Stock on the New York Stock Exchange for the five (5) consecutive trading days immediately preceding each January 1. Subject to Executive’s continued employment with the Company, the RSUs and PBRSUs shall vest on January 1 of the third year following their grant, provided that, in the case of the PBRSUs, such PBRSUs shall vest only to the extent the performance criteria applicable to the PBRSUs are realized, with such performance criteria and extent of vesting established by the Compensation Committee, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. In the event of the termination of Executive’s employment with the Company by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Disability, and subject to the Executive’s (or his legal representative’s execution in the case of death) executing and not revoking the Release contemplated in Section 6.3, any outstanding time-vested Annual Equity Grants awarded RSUs granted pursuant to this Section 4.3 shall immediately vest and any the outstanding performance vested Annual Equity Grants awarded PBRSUs granted pursuant to this Section 4.3 shall vest on their normal vesting date to the extent the applicable performance criteria are realized. In the event of a Change in Control, all of such outstanding Annual Equity Grants RSUs and PBRSUs shall immediately vest provided Executive is actively employed by the Company on the closing date of such eventvest.”

Long-Term Equity Incentives. Effective Commencing on January 1, 2014 and on each January 1st 1 thereafter during the Term, the Company VPG shall grant Executive an annual equity award under the CompanyVPG’s 2010 Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 40150% of Executive’s Base Salary (or such higher percentage of Base Salary as determined by the Compensation Committee in its discretion) on such date (the “Annual Equity Grant”). Commencing on January 1, 2021 and on each January 1 thereafter during the Term, fiftyTwenty-five percent (5025%) of each Annual Equity Grant shall be in the form of time-vested restricted stock units (“RSUs”), and fiftyseventy-five percent (5075%) shall be in the form of performance-based restricted stock units (“PBRSUs”). The number of shares of Common Stock subject to such RSUs and PBRSUs shall be determined by dividing the applicable amount of the Annual Equity Grant by the average closing price of Common Stock on the New York Stock Exchange for the five (5) consecutive trading days immediately preceding each January 1. Subject to Executive’s continued employment with the Company, the RSUs and PBRSUs shall vest on January 1 of the third year following their grant, provided that, in the case of the PBRSUs, such PBRSUs shall vest only to the extent the performance criteria applicable to the PBRSUs are realized, with such performance criteria and extent of vesting established by the Compensation Committee, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. In the event of the termination of Executive’s employment with the Company by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Disability, and subject to the Executive’s (or his legal representative’s execution in the case of death) executing and not revoking the Release contemplated in Section 6.3, any outstanding time-vested Annual Equity Grants awarded RSUs granted pursuant to this Section 4.3 4.4 shall immediately vest and any the outstanding performance vested Annual Equity Grants awarded PBRSUs granted pursuant to this Section 4.3 4.4 shall vest on their normal vesting date to the extent the applicable performance criteria are realized. In the event of a Change in Control, all of such outstanding Annual Equity Grants RSUs and PBRSUs shall immediately vest provided Executive is actively employed by the Company on the closing date of such eventvest.”

Long-Term Equity Incentives. Effective each January 1st during the Term, the Company shall grant Executive an annual equity award under the Company’s 2010 Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 4075% of Executive’s Base Salary (or such higher percentage of Base Salary as determined by the Compensation Committee in its discretion) on such date (the “Annual Equity Grant”). Commencing on January 1, 2021 and on each January 1 thereafter during the Term, fifty-percent (50%) of each Annual Equity Grant shall be in the form of time-vested restricted stock units (“RSUs”), and fifty-percent (50%) shall be in the form of performance-based restricted stock units (“PBRSUs”). The number of shares of Common Stock subject to such RSUs and PBRSUs shall be determined by dividing the applicable amount of the Annual Equity Grant by the average closing price of Common Stock on the New York Stock Exchange for the five (5) consecutive trading days immediately preceding each January 1. Subject to Executive’s continued employment with the Company, the RSUs and PBRSUs shall vest on January 1 of the third year following their grant, provided that, in the case of the PBRSUs, such PBRSUs shall vest only to the extent the performance criteria applicable to the PBRSUs are realized, with such performance criteria and extent of vesting established by the Compensation Committee, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. In the event of the termination of Executive’s employment with the Company by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Disability, and subject to the Executive’s (or his legal representative’s execution in the case of death) executing and not revoking the Release contemplated in Section 6.3, any the outstanding time-vested Annual Equity Grants awarded RSUs granted pursuant to this Section 4.3 shall immediately vest and any the outstanding performance vested Annual Equity Grants awarded PBRSUs granted pursuant to this Section 4.3 shall vest on their normal vesting date to the extent the applicable performance criteria are realized. In the event of a Change in Control, all of such outstanding Annual Equity Grants RSUs and PBRSUs shall immediately vest provided Executive is actively employed by the Company on the closing date of such eventvest.”