Common use of Performance Shares Clause in Contracts

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Performance Shares which have not vested at the time of the dividend payment) that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period”), either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B Performance Shares as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain outstanding as of the last day of the D & D Protection Period shall be forfeited immediately following the last day of the D & D Protected Period. Notwithstanding anything to the contrary in this Section 6(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested Class B Performance Shares.

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends paidDividends, if any, with respect to such Class B Performance Shares which have not vested at the time of the dividend payment) that is not vested as of the date of such a Termination of Employment Employment, shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the period commencing with such Involuntary Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period”), Period either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B Performance Shares as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain outstanding as of the last day of the D & D Protection Involuntary Termination Protected Period shall be forfeited immediately following the last day of the D & D Involuntary Termination Protected Period. Notwithstanding anything to the contrary in this Section 6(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested Class B Performance Shares.

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Performance Shares which have not vested at the time of the dividend payment) Option that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee, the Employee’s guardian or legal representative, or the Employee’s estate or by a person who acquired the right to exercise such Performance Option by bequest or inheritance or otherwise by reason of the death of the Employee (the “Employee’s Representative”) prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period”), either (Ix) an Initial Public Offering occurs, or (IIy) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount a portion of the Class B Performance Shares Option as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time portion of the dividend payment) Performance Option that remain remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B to the extent the Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that Option remain outstanding as of the last day of the D & D Protection Period Period, it shall be forfeited immediately following the last day of the D & D Protected Period. Notwithstanding anything to the contrary in this Section 6(c7(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested Class B portion of the Performance SharesOption. Any portion of the Performance Option that becomes vested pursuant to this Section 7(c)(i)(A) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised by the Employee or the Employee’s Representative prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Performance Shares which have not vested at the time of the dividend payment) Option that is not vested as of the date of such a Termination of Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee, the Employee’s guardian or legal representative, or the Employee’s estate or by a person who acquired the right to exercise such Performance Option by bequest or inheritance or otherwise by reason of the death of the Employee (the “Employee’s Representative”) prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period”), either (Ix) an Initial Public Offering occurs, or (IIy) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount a portion of the Class B Performance Shares Option as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time portion of the dividend payment) Performance Option that remain remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B to the extent the Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain Option remains outstanding as of the last day of the D & D Protection Period Period, it shall be forfeited immediately following the last day of the D & D Protected Period. Notwithstanding anything to the contrary in this Section 6(c7(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested Class B portion of the Performance SharesOption. Any portion of the Performance Option that becomes vested pursuant to this Section 7(c)(i)(A) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised by the Employee or the Employee’s Representative prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.