Common use of Prerequisites to Benefits Clause in Contracts

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein. (b) Grantee acknowledges that as a condition to receipt of the grant made hereunder, Grantee shall have delivered to the Company an executed copy of this Performance RSU Award Agreement and an executed Equity Related Agreement (as hereinafter defined). (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change of Control" unless the Grantee is subject to a separate change of control agreement between Grantee and the Company (if any) at the time of such change of control event, in which case the separate change of control agreement shall govern with respect to determining the effect on the Performance RSU Award made hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph 11(b) and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein. (b) Grantee acknowledges that as a condition to receipt of the grant made hereunder, Grantee shall have delivered to the Company an executed copy of this Performance RSU Award Agreement and an executed Equity Related Agreement (as hereinafter defined). (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change change of Controlcontrol" unless the Grantee is subject to a separate change of control agreement between Grantee and the Company (if any) at the time of such change of control event, in which case the separate change of control agreement shall govern with respect to determining the effect on the Performance RSU Award made hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph 11(b) and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein. (b) Grantee acknowledges that as a condition to receipt of the grant made hereunder, Grantee shall have delivered to the Company an executed copy of this Performance RSU Award Agreement and an executed Equity Related Agreement (as hereinafter defined)) if a current version of such Equity Related Agreement is not already on file as determined by the sole discretion of the Committee. (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change of Control" unless the Grantee is subject to a terms of the separate change of control agreement between Grantee and the Company (if any) in effect at the time of such change of control event, in which case the separate change of control agreement event shall govern with respect to determining the effect of such change of control on the Performance RSU Award made hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph subparagraph 11(b) and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award Restricted Stock Units awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein. (b) Grantee acknowledges that as a condition to receipt of the grant made hereunder, Grantee shall have delivered to the Company an executed copy of this Performance RSU Award Restricted Stock Unit Agreement and an executed Equity Related Agreement (as hereinafter defined).) if a current version of such Equity Related Agreement is not already on file as determined by the sole discretion of the Committee (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change of Control" unless the Grantee is subject to a separate change of control agreement between Grantee and the Company (if any) at the time of such change of control event, in which case the separate change of control agreement shall govern with respect to determining the effect on the Performance RSU Award Restricted Stock Units made hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph 11(b) below and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein. (b) Grantee Xxxxxxx acknowledges that as a condition to receipt of the grant made hereunder, Grantee Xxxxxxx shall have delivered to the Company an executed copy of this Performance RSU Award Agreement and an executed Equity Related Agreement (as hereinafter defined). (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change change of Controlcontrol" unless the Grantee is subject to a separate change of control agreement between Grantee and the Company (if any) at the time of such change of control event, in which case the separate change of control agreement shall govern with respect to determining the effect on the Performance RSU Award made hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph 11(b) and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, Date or a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein.. 5 (b) Grantee acknowledges that as a condition to receipt of the grant made hereunder, Grantee shall have delivered to the Company an executed copy of this Performance RSU Award Agreement and an executed Equity Related Agreement (as hereinafter defined)) if a current version of such Equity Related Agreement is not already on file as determined by the sole discretion of the Committee. (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change of Control" unless the Grantee is subject to a separate change of control agreement between Grantee and the Company (if any) at the time of such change of control event, in which case the separate change of control agreement shall govern with respect to determining the effect on the Performance RSU Award made hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph 11(b) below and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award Restricted Stock Units awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein. (b) Grantee acknowledges that as a condition to receipt of the grant made hereunder, Grantee Gxxxxxx shall have delivered to the Company an executed copy of this Performance RSU Award Time-vesting Restricted Stock Unit Agreement and an executed Equity Related Agreement (as hereinafter defined). (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change change of Controlcontrol" unless the Grantee is subject to a separate change of control agreement between Grantee and the Company (if any) at the time of such change of control event, in which case the separate change of control agreement shall govern with respect to determining the effect on the Performance RSU Award made Restricted Stock Units granted hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph 11(b) and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, Date or a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.. 2008 TRSU (Executive) 6

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein. (b) Grantee acknowledges that as a condition to receipt of the grant made hereunder, Grantee shall have delivered to the Company an executed copy of this Performance RSU Award Agreement and an executed Equity Related Agreement (as hereinafter defined)) if a current version of such Equity Related Agreement is not already on file as determined by the sole discretion of the Committee. (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change of Control" unless the Grantee is subject to a separate change of control agreement between Grantee and the Company (if any) at the time of such change of control event, in which case the separate change of control agreement shall govern with respect to determining the effect on the Performance RSU Award made hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph 11(b) below and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, Date or a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award Restricted Stock Units awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein. (b) Grantee acknowledges that as a condition to receipt of the grant made hereunder, Grantee shall have delivered to the Company an executed copy of this Performance RSU Award Time-vesting Restricted Stock Unit Agreement and an executed Equity Related Agreement (as hereinafter defined). (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change change of Controlcontrol" unless the Grantee is subject to a separate change of control agreement between Grantee and the Company (if any) at the time of such change of control event, in which case the separate change of control agreement shall govern with respect to determining the effect on the Performance RSU Award made Restricted Stock Units granted hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph 11(b) and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.. 2008 TRSU (Executive) 5

Prerequisites to Benefits. (a) Neither Grantee nor any person claiming through Grantee shall have any right or interest in the shares of Common Stock covered by the Performance RSU Award awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan which affect Grantee or such other person shall have been complied with as specified herein and therein. (b) Grantee acknowledges that as a condition to receipt of the grant made hereunder, Grantee shall have delivered to the Company an executed copy of this Performance RSU Award Agreement and an executed Equity Related Agreement (as hereinafter defined). (c) Grantee acknowledges that the terms of this Agreement shall govern in the event of a "Change of Control" unless the Grantee is subject to a separate change of control agreement between Grantee and the Company (if any) at the time of such change of control event, in which case the separate change of control agreement shall govern with respect to determining the effect on the Performance RSU Award made hereunder. The issuance of shares provided by this Agreement is subject to the restrictions in Paragraph 11(b) below and is made in reliance on the provision in Treasury Regulation Section 1.409A-3(b) permitting distribution on the earlier of the Vesting Date, Date or a separation from service as provided under this Agreement or other applicable agreement, or upon a Change of Control as provided in this Agreement or separate change of control agreement.