Common use of Performance Share Units Subject to Three-Year Goal Clause in Contracts

Performance Share Units Subject to Three-Year Goal. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), in the event the Grantee’s employment is terminated before the last day of the Performance Period because of the Grantee’s Retirement or the Grantee dies or becomes Disabled before the last day of the Performance Period, then a Pro-Rata Portion of such Performance Share Units (rounded to the nearest whole share) that would have vested on the Vesting Date shall become vested and nonforfeitable as of the end of the Performance Period (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4) and all remaining Performance Share Units subject to the Three-Year Goal shall be automatically forfeited to the Company and cancelled. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), in the event the Grantee’s employment is terminated on or after the last day of the Performance Period but before the Vesting Date because of the Grantee’s Retirement or the Grantee dies or becomes Disabled on or after the last day of the Performance Period but before the Vesting Date, then such Performance Share Units that would have vested on the Vesting Date shall become vested and nonforfeitable as of such Retirement, death or Disability (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4).

Performance Share Units Subject to Three-Year Goal. To Notwithstanding Section 3.1(a) above, to the extent the Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), 3.3: ​ ​ ​ (A) in the event the Grantee’s employment is terminated before the last day of the Performance Period because of due to the Grantee’s Retirement Retirement, Disability Termination or the Grantee dies or becomes Disabled death, in each case before the last day of the Performance Period, then a Pro-Rata Portion of such Performance Share Units (rounded to the nearest whole shareShare) that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained employed with the Company or a Subsidiary shall become vested and nonforfeitable as of the end of the Performance Period (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 42.4) and all remaining Performance Share Units subject to the Three-Year Goal shall be automatically forfeited to the Company and cancelled. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), ; and (B) in the event the Grantee’s employment is terminated on or after the last day of the Performance Period but before the Vesting Date because of due to the Grantee’s Retirement Retirement, Disability Termination or the Grantee dies or becomes Disabled death, in each case on or after the last day of the Performance Period but before the Vesting Date, then such Performance Share Units that would have become vested and nonforfeitable if the Grantee had remained employed with the Company or a Subsidiary on the Vesting Date shall become vested and nonforfeitable as of such Retirement, Disability Termination or death or Disability (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 42.4).

Performance Share Units Subject to Three-Year Goal. To Notwithstanding Section 3.1(a) above, to the extent the Performance Share Units subject to the [Three-Year Goal Goal] have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), 3.3: ​ (A) in the event the Grantee’s employment is terminated before the last day of the Performance Period because of due to the Grantee’s Retirement Retirement, Disability Termination or the Grantee dies or becomes Disabled death, in each case before the last day of the Performance Period, then a Pro-Rata Portion of such Performance Share Units (rounded to the nearest whole shareShare) that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained employed with the Company or a Subsidiary shall become vested and nonforfeitable as of the end of the Performance Period (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 42.4) and all remaining Performance Share Units subject to the [Three-Year Goal Goal] shall be automatically forfeited to the Company and cancelled. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), ; and (B) in the event the Grantee’s employment is terminated on or after the last day of the Performance Period but before the Vesting Date because of due to the Grantee’s Retirement Retirement, Disability Termination or the Grantee dies or becomes Disabled death, in each case on or after the last day of the Performance Period but before the Vesting Date, then such Performance Share Units that would have become vested and nonforfeitable if the Grantee had remained employed with the Company or a Subsidiary on the Vesting Date shall become vested and nonforfeitable as of such Retirement, Disability Termination or death or Disability (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 42.4).

Performance Share Units Subject to Three-Year Goal. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), in the event the Grantee’s employment is terminated before the last day of the Performance Period because of the Grantee’s Retirement or the Grantee dies or becomes Disabled before the last day of the any applicable Adjusted ROIC Performance Period, then a Pro-Rata Portion of such Performance Share Units (rounded to the nearest whole share) that would have vested on the applicable Vesting Date for any such not yet completed Adjusted ROIC Performance Period shall become vested and nonforfeitable as of the end of the Performance Period applicable Vesting Date (subject to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, requirements in Section 4) and all remaining Performance Share Units subject to the Three-Year Goal shall be automatically forfeited to the Company and cancelled. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), in the event the Grantee’s employment is terminated on or after the last day of the Performance Period but before the Vesting Date because of the Grantee’s Retirement or the Grantee dies or becomes Disabled on or after the last day of the an applicable Adjusted ROIC Performance Period but before the Vesting DateDate for such Adjusted ROIC Performance Period, then such Performance Share Units (rounded to the nearest whole share) that would have vested on the Vesting Date for such Adjusted ROIC Performance Period shall become vested and nonforfeitable as of (subject to all applicable performance and certification requirements in Section 4) upon such Retirement, death or Disability (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4)Disability.

Performance Share Units Subject to Three-Year Goal. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i5(j), in the event the Grantee’s employment is terminated before the last day of the Performance Period because of the Grantee’s Normal Retirement or the Grantee dies or becomes Disabled before the last day of the Performance Period, then a Pro-Rata Portion of such Performance Share Units (rounded to the nearest whole share) that would have vested on the Vesting Date shall become vested and nonforfeitable as of the end of the Performance Period (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4) and all remaining Performance Share Units subject to the Three-Year Goal shall be automatically forfeited to the Company and cancelled. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i5(j), in the event the Grantee’s employment is terminated on or after the last day of the Performance Period but before the Vesting Date because of the Grantee’s Normal Retirement or the Grantee dies or becomes Disabled on or after the last day of the Performance Period but before the Vesting Date, then such Performance Share Units that would have vested on the Vesting Date shall become vested and nonforfeitable as of such Normal Retirement, death or Disability (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4).

Performance Share Units Subject to Three-Year Goal. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), in the event the Grantee’s employment is terminated before the last day of the Performance Period because of due to the Grantee’s Retirement Retirement, Disability Termination or the Grantee dies or becomes Disabled death before the last day of the Performance Period, then a Pro-Rata Portion of such Performance Share Units (rounded to the nearest whole share) that would have vested on the Vesting Date shall become vested and nonforfeitable as of the end of the Performance Period (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4) and all remaining Performance Share Units subject to the Three-Year Goal shall be automatically forfeited to the Company and cancelled. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), in the event the Grantee’s employment is terminated on or after the last day of the Performance Period but before the Vesting Date because of due to the Grantee’s Retirement Retirement, Disability Termination or the Grantee dies or becomes Disabled death on or after the last day of the Performance Period but before the Vesting Date, then such Performance Share Units that would have vested on the Vesting Date shall become vested and nonforfeitable as of such Retirement, Disability Termination or death or Disability (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4).. ​ ​ ​

Performance Share Units Subject to Three-Year Goal. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), 5(j): ​ (A) in the event the Grantee’s employment is terminated before the last day of the Performance Period because of the Grantee’s Normal Retirement or the Grantee dies or becomes Disabled before the last day of the Performance Period, then a Pro-Rata Portion of such Performance Share Units (rounded to the nearest whole share) that would have vested on the Vesting Date shall become vested and nonforfeitable as of the end of the Performance Period (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4) and all remaining Performance Share Units subject to the Three-Year Goal shall be automatically forfeited to the Company and cancelled. To the extent Performance Share Units subject to the Three-Year Goal have not previously terminated, been forfeited or become vested and nonforfeitable, and except as otherwise provided in Section 5(i), ; ​ (B) in the event the Grantee’s employment is terminated on or after the last day of the Performance Period but before the Vesting Date because of the Grantee’s Normal Retirement or the Grantee dies or becomes Disabled on or after the last day of the Performance Period but before the Vesting Date, then such Performance Share Units that would have vested on the Vesting Date shall become vested and nonforfeitable as of such Normal Retirement, death or Disability (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4).; and ​ (C) in the event the Grantee’s employment is terminated before the Vesting Date and the termination meets the requirements of an Early Retirement (as defined below), then the Performance Share Units subject to the Three-Year Goal shall remain outstanding and unvested for purposes of Section 5 following the Early Retirement and shall become vested on the Vesting Date provided in Section 5(a) (to the extent earned based on all applicable performance requirements, and subject to all certification requirements, in Section 4), provided, however, that, (y) if prior to the Vesting Date the Grantee dies or becomes Disabled, then any unvested Performance Share Units subject to the Three-Year Goal shall become vested and nonforfeitable as of the end of the Performance Period or, if later, the date of such death or becoming Disabled (to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4); or (z) if prior to the Vesting Date a Change in Control occurs, then the unvested Performance Share Units subject to the Three-Year Goal shall become vested and nonforfeitable as of such Change in Control (if the Change in Control occurs on or before the end of the Performance Period, at the target number of the Performance Share Units deemed earned, or, if the Change in Control occurs after the end of the Performance Period, to the extent earned based upon all applicable performance requirements, and subject to all certification requirements, in Section 4). Notwithstanding the forgoing, if Grantee violates any of the Business Protection Provisions following Early Retirement, then the unvested Performance Share Units subject to the Three-Year Goal shall be automatically forfeited to the Company and cancelled immediately upon the Company becoming aware of such violation and, if already vested under this Section 5(b)(ii)(C), then the Performance Share Units subject to the Three-Year Goal that vested following Early Retirement shall be forfeited and subject to clawback as provided in Section 17. ​