Common use of Nonforfeitability of Shares Upon Retirement Clause in Contracts

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 29, 2012, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 29, 2012 provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 provided you have not incurred a Termination of Affiliation before such date. (b) If you first satisfy the conditions for Retirement after February 29, 2012 but on or before February 28, 2013, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 provided you have not incurred a Termination of Affiliation before such date; and (c) If you first satisfy the conditions for Retirement after February 28, 2013 but on or before February 28, 2014, then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 provided you have not incurred a Termination of Affiliation before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “Retirement” only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of Affiliation.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 2927, 20122015, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2927, 2012 2015 provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2829, 2013 2016 provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 2017 provided you have not incurred a Termination of Affiliation before such date. (b) If you first satisfy the conditions for Retirement after February 2927, 2012 2015 but on or before February 2829, 20132016, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2829, 2013 2016 provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 2017 provided you have not incurred a Termination of Affiliation before such date; and (c) If you first satisfy the conditions for Retirement after February 2829, 2013 2016 but on or before February 28, 20142017, then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 2017 provided you have not incurred a Termination of Affiliation before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “"Retirement” " only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of Affiliation.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 29__, 20122014, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 29__, 2012 2014 provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28__, 2013 2015 provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28__, 2014 2016 provided you have not incurred a Termination of Affiliation before such date. (b) If you first satisfy the conditions for Retirement after February 29__, 2012 2014 but on or before February 28__, 20132015, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28__, 2013 2015 provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28__, 2014 2016 provided you have not incurred a Termination of Affiliation before such date; and (c) If you first satisfy the conditions for Retirement after February 28__, 2013 2015 but on or before February 28__, 20142016, then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28__, 2014 2016 provided you have not incurred a Termination of Affiliation before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “"Retirement” " only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of Affiliation.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 29, 20122013, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 29, 2012 2013 provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 2014 provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 2015 provided you have not incurred a Termination of Affiliation before such date. (b) If you first satisfy the conditions for Retirement after February 29, 2012 2013 but on or before February 28, 20132014, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 2014 provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 2015 provided you have not incurred a Termination of Affiliation before such date; and (c) If you first satisfy the conditions for Retirement after February 28, 2013 2014 but on or before February 28, 20142015, then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 2015 provided you have not incurred a Termination of Affiliation before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “Retirement” only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of Affiliation.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 29, 2012[Date], then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 29, 2012 [Date] provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 [Date] provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 [Date] provided you have not incurred a Termination of Affiliation before such date. (b) If you first satisfy the conditions for Retirement after February 29, 2012 [Date] but on or before February 28, 2013[Date], then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 [Date] provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 [Date] provided you have not incurred a Termination of Affiliation before such date; and (c) If you first satisfy the conditions for Retirement after February 28, 2013 [Date] but on or before February 28, 2014[Date], then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 [Date] provided you have not incurred a Termination of Affiliation before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “Retirement” only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of Affiliation.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 29, 2012[DATE], then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 29, 2012 [DATE] provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 [DATE] provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 [DATE] provided you have not incurred a Termination of Affiliation before such date. (b) If you first satisfy the conditions for Retirement after February 29, 2012 [DATE] but on or before February 28, 2013[DATE], then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 [DATE] provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 [DATE] provided you have not incurred a Termination of Affiliation before such date; and (c) If you first satisfy the conditions for Retirement after February 28, 2013 [DATE] but on or before February 28, 2014[DATE], then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 [DATE] provided you have not incurred a Termination of Affiliation before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “Retirement” only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of Affiliation.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 2926, 20122021, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2926, 2012 2021 provided you have not incurred a Termination of Affiliation Employment before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2825, 2013 2022 provided you have not incurred a Termination of Affiliation Employment before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2824, 2014 2023 provided you have not incurred a Termination of Affiliation Employment before such date. (b) If you first satisfy the conditions for Retirement after February 2926, 2012 2021 but on or before February 2825, 20132022, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation Employment before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2825, 2013 2022 provided you have not incurred a Termination of Affiliation Employment before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2824, 2014 2023 provided you have not incurred a Termination of Affiliation Employment before such date; and (c) If you first satisfy the conditions for Retirement after February 2825, 2013 2022 but on or before February 2824, 20142023, then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation Employment before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2824, 2014 2023 provided you have not incurred a Termination of Affiliation Employment before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation Employment or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “"Retirement” " only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of AffiliationEmployment.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 2928, 20122020, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2928, 2012 2020 provided you have not incurred a Termination of Affiliation Employment before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2826, 2013 2021 provided you have not incurred a Termination of Affiliation Employment before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2825, 2014 2022 provided you have not incurred a Termination of Affiliation Employment before such date. (b) If you first satisfy the conditions for Retirement after February 2928, 2012 2020 but on or before February 2826, 20132021, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation Employment before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2826, 2013 2021 provided you have not incurred a Termination of Affiliation Employment before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2825, 2014 2022 provided you have not incurred a Termination of Affiliation Employment before such date; and (c) If you first satisfy the conditions for Retirement after February 2826, 2013 2021 but on or before February 2825, 20142022, then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation Employment before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2825, 2014 2022 provided you have not incurred a Termination of Affiliation Employment before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation Employment or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “"Retirement” " only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of AffiliationEmployment.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 2922, 20122019, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2922, 2012 2019 provided you have not incurred a Termination of Affiliation Employment before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 2020 provided you have not incurred a Termination of Affiliation Employment before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2826, 2014 2021 provided you have not incurred a Termination of Affiliation Employment before such date. (b) If you first satisfy the conditions for Retirement after February 2922, 2012 2019 but on or before February 28, 20132020, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation Employment before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 2020 provided you have not incurred a Termination of Affiliation Employment before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2826, 2014 2021 provided you have not incurred a Termination of Affiliation Employment before such date; and (c) If you first satisfy the conditions for Retirement after February 28, 2013 2020 but on or before February 2826, 20142021, then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation Employment before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2826, 2014 2021 provided you have not incurred a Termination of Affiliation Employment before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation Employment or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “"Retirement” " only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of AffiliationEmployment.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrarycontrary except for the requirement that the Preliminary Goal has been met and the achievement of the Performance Goal has been certified by the Committee, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 29, 2012[Date], then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 29the later of [Date], 2012 or the date the achievement of the Preliminary Goal has been certified by the Committee, provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2013 [Date] provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28[Date], 2014 provided you have not incurred a Termination of Affiliation before such date. (b) If you first satisfy the conditions for Retirement after February 29, 2012 [Date] but on or before February 28, 2013[Date], then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the later of the last day of the month during which you first satisfy the conditions for Retirement or the date the achievement of the Preliminary Goal has been certified by the Committee provided you have not incurred a Termination of Affiliation before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28[Date], 2013 provided you have not incurred a Termination of Affiliation before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28[Date], 2014 provided you have not incurred a Termination of Affiliation before such date; and (c) If you first satisfy the conditions for Retirement after February 28, 2013 [Date] but on or before February 28, 2014[Date], then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 28, 2014 [Date] provided you have not incurred a Termination of Affiliation before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “Retirement” only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of Affiliation.

Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance with (a), (b) or (c) below, as applicable: (a) If you first satisfy the conditions for Retirement on or before February 2925, 20122022, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2925, 2012 2022 provided you have not incurred a Termination of Affiliation Employment before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2824, 2013 2023 provided you have not incurred a Termination of Affiliation Employment before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2823, 2014 2024 provided you have not incurred a Termination of Affiliation Employment before such date. (b) If you first satisfy the conditions for Retirement after February 2925, 2012 2022 but on or before February 2824, 20132023, then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation Employment before such date; (ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2824, 2013 2023 provided you have not incurred a Termination of Affiliation Employment before such date; and (iii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2823, 2014 2024 provided you have not incurred a Termination of Affiliation Employment before such date; and (c) If you first satisfy the conditions for Retirement after February 2824, 2013 2023 but on or before February 2823, 20142024, then (i) two-thirds (2/3) of your Restricted Shares will become non-forfeitable on the last day of the month during which you first satisfy the conditions for Retirement provided you have not incurred a Termination of Affiliation Employment before such date; and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on February 2823, 2014 2024 provided you have not incurred a Termination of Affiliation Employment before such date. Although certain of your Restricted Shares may become non-forfeitable as set forth above prior to the expiration of the Period of Restriction, such Shares shall remain subject to the restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the earlier of your Termination of Affiliation Employment or the expiration of the Period of Restriction. For purposes of the foregoing, you will satisfy the conditions for “"Retirement” " only if you have attained age 55 and completed 10 years of service, or you have attained age 65, prior to your Termination of AffiliationEmployment.