Common use of Performance Contingency and Vesting Clause in Contracts

Performance Contingency and Vesting. Shares of PCDS will be earned and then converted into an equivalent number of shares of CDI Stock (subject to vesting) depending on the Company’s achievement of DM. The percentage of the target number of shares of PCDS which would be earned is indicated in the table in Attachment 1. The Recipient will not be entitled to receive any shares of CDI Stock with respect to shares of PCDS which have been earned until the shares of CDI Stock have vested. Such shares of CDI Stock will vest as follows: (a) 50% on the Determination Date, and (b) 50% on the first anniversary of the Determination Date. Soon after vesting, a stock certificate (or notice of book entry issuance by the Company’s transfer agent) representing the appropriate number of shares of CDI Stock will be delivered to the Recipient. The number of shares of CDI Stock which the Recipient will receive upon vesting shall be decreased in accordance with Section 5 below regarding tax withholding. If the Recipient’s employment with the Company terminates for any reason prior to the Determination Date, no shares of CDI Stock will vest and such shares shall be forfeited as of the date that Recipient’s employment with the Company terminates. If the Recipient’s employment with the Company terminates between the Determination Date and the first anniversary of the Determination Date, the Recipient will be entitled to receive the shares of CDI Stock which vest upon the Determination Date but the shares scheduled to vest on the first anniversary date of the Determination Date shall be forfeited; provided, however, that if, between the Determination Date and the first anniversary of the Determination Date, the Recipient’s employment with the Company terminates as a result of death, Disability or Retirement, any shares of CDI Stock scheduled to vest on the first anniversary date of the Determination Date will become immediately vested.

Performance Contingency and Vesting. Shares of PCDS will be earned and then converted into an equivalent number of shares of CDI Stock (subject to vesting) depending on the Company’s achievement of DM. The percentage of the target number of shares of PCDS which would be earned is indicated in the table financial measures as set forth in Attachment 1. The Recipient will not be entitled to receive any shares of CDI Stock with respect to shares of PCDS which have been earned until the shares of CDI Stock have vested. Such shares of CDI Stock will vest as follows: (a) 50% on the Determination Date, and (b) 50% on the first anniversary of the Determination Date. Soon Within 30 days after vesting, a stock certificate (or notice of book entry issuance by the Company’s transfer agent) representing the appropriate number of shares of CDI Stock will be delivered to the Recipient. The number of shares of CDI Stock which the Recipient will receive upon vesting shall be decreased in accordance with Section 5 below regarding tax withholding. If the Recipient’s employment with the Company terminates for any reason prior to the Determination Date, no shares of CDI Stock will vest and such shares shall be forfeited as of the date that Recipient’s employment with the Company terminates. If Except as otherwise provided in the Recipient’s employment agreement with the Company, if the Recipient’s employment with the Company terminates for any reason between the Determination Date and the first anniversary of the Determination Date, the Recipient will be entitled to receive the shares of CDI Stock which vest vested upon the Determination Date but the shares scheduled to vest on the first anniversary date of the Determination Date shall be forfeited; provided, however, that if, between the Determination Date and the first anniversary of the Determination Date, the Recipient’s employment with the Company terminates as a result of death, Disability or Retirement, any shares of CDI Stock scheduled to vest on the first anniversary date of the Determination Date will become immediately vested.

Performance Contingency and Vesting. Shares of PCDS The Performance-Contingent Deferred Stock will be earned and then converted to an equivalent number of shares of CDI Stock (subject to vesting) if certain levels of RONA are achieved. The percentage of the shares of Performance-Contingent Deferred Stock granted to the Recipient which will be converted into an equivalent number of shares of CDI Stock (subject to vesting) depending on the Company’s achievement of DM. The percentage of the target number of shares of PCDS which would be earned is indicated in the table in Attachment 1below. RONA Percentage of shares of Performance-Contingent Deferred Stock to be converted to CDI Stock Less than 21.7% 0 % From 21.7% to 22.7% 20 % From 22.8% to 23.8% 40 % From 23.9% to 24.9% 60 % From 25.0% to 26.0% 80 % 26.0% or Greater 100 % The Recipient will not be entitled to receive any shares of CDI Stock with respect relating to shares of PCDS which have been earned the Performance-Contingent Deferred Stock until the shares of CDI Stock have vested. Such shares of CDI Stock will vest as follows: (a) 50% on the Determination Date, and (b) 50% on the first anniversary of the Determination Date. Soon after vesting, a stock certificate (or notice of book entry issuance by the Company’s transfer agent) representing the appropriate number of shares of CDI Stock will be delivered to the Recipient. The number of shares of CDI Stock which the Recipient will receive upon vesting shall be decreased in accordance with Section 5 below regarding tax withholding. If the Recipient’s employment with the Company terminates for any reason prior to the Determination Date, no none of the shares of CDI Performance-Contingent Deferred Stock will vest and such shares shall be forfeited as of the date that Recipient’s employment with the Company terminates. If the Recipient’s employment with the Company terminates between the Determination Date and the first anniversary of the Determination Date, the Recipient will be entitled to receive the shares of CDI Stock which vest upon the Determination Date but the shares scheduled to vest on the first anniversary date of the Determination Date shall be forfeited; provided, however, that if, between the Determination Date and the first anniversary of the Determination Date, the Recipient’s employment with the Company terminates as a result of death, Disability or Retirement, any shares of CDI Stock scheduled to vest on the first anniversary date of the Determination Date will become immediately vested.

Performance Contingency and Vesting. Shares of PCDS will be earned and then converted into an equivalent number of shares of CDI Stock (subject to vesting) depending on the Company’s achievement of DM. The percentage of the target number of shares of PCDS which would be earned is indicated in the table financial measures as set forth in Attachment 1. The Recipient will not be entitled to receive any shares of CDI Stock with respect to shares of PCDS which have been earned until the shares of CDI Stock have vested. Such shares of CDI Stock will vest as follows: (a) 50% on the Determination Date, and (b) 50% on the first anniversary of the Determination Date. Soon after vesting, a stock certificate (or notice of book entry issuance by the Company’s transfer agent) representing the appropriate number of shares of CDI Stock will be delivered to the Recipient. The number of shares of CDI Stock which the Recipient will receive upon vesting shall be decreased in accordance with Section 5 below regarding tax withholding. If the Recipient’s employment with the Company terminates for any reason prior to the Determination Date, no shares of CDI Stock will vest and such shares shall be forfeited as of the date that Recipient’s employment with the Company terminates. If the Recipient’s employment with the Company terminates between the Determination Date and the first anniversary of the Determination Date, the Recipient will be entitled to receive the shares of CDI Stock which vest upon the Determination Date but the shares scheduled to vest on the first anniversary date of the Determination Date shall be forfeited; provided, however, that if, between the Determination Date and the first anniversary of the Determination Date, the Recipient’s employment with the Company terminates as a result of death, Disability or Retirement, any shares of CDI Stock scheduled to vest on the first anniversary date of the Determination Date will become immediately vested.