Common use of Service Vesting Condition Clause in Contracts

Service Vesting Condition. (a) The Earned PRSUs with respect to each Performance Period will vest and become nonforfeitable on the respective Determination Date, immediately upon the Committee’s determination and certification that such PRSUs have been earned, provided that the Grantee remains continuously employed with the Company from the Grant Date through the applicable Determination Date on which vesting occurs. Except as otherwise provided in Section 5(b) or (c), upon the Grantee’s Termination for any reason at any time before all of his or her PRSUs have vested, the Grantee’s unvested PRSUs shall be automatically forfeited upon such Termination and the Company shall not have any further obligations to the Grantee under this Award Agreement. (b) If the Grantee’s employment terminates during a Performance Period as a result of the Grantee’s death or Disability, the Grantee will vest in a pro rata portion of the PRSUs granted with respect to such Performance Period, determined by multiplying the PRSUs awarded with respect to such Performance Period by a fraction, the numerator of which equals the number of days that the Grantee was employed during such Performance Period and the denominator of which equals 365. For purposes of this Section 5(b), “Disability” has the same meaning as such term is defined in the Company’s long-term disability insurance policies which now or hereafter cover the permanent disability of the Grantee or, in the absence of such policies, means the inability of the Grantee to work in a customary day-to-day capacity for six consecutive months or for six months within a 12 month period, as determined by the Board. (c) In the event the Grantee’s employment is terminated by the Company without Cause, or by the Grantee for Good Reason, in either case within six months prior to or two years following a Change in Control, all PRSUs granted pursuant to this Award Agreement, to the extent not previously forfeited or settled, shall become fully vested and nonforfeitable as of the date of the Grantee’s termination of employment.

Service Vesting Condition. (a) The PSUs are subject to forfeiture until they vest. Subject to (i) the achievement of the Performance Conditions for payout set forth in Section 4 above, and (ii) the Grantee’s continuous employment from the Grant Date through the third anniversary of the Grant Date, the Earned PRSUs with respect Award determined pursuant to each Performance Period Section 4 will vest and become nonforfeitable on the respective Determination Date, immediately upon the Committee’s determination and certification that such PRSUs have been earned, provided that the Grantee remains continuously employed with the Company from third anniversary of the Grant Date through the applicable Determination Date on which vesting occursDate. Except as otherwise provided in Section 5(b) or (c), upon the Grantee’s Termination for any reason at any time before the end of the Performance Period, all of his or her PRSUs have vested, the Grantee’s unvested PRSUs PSUs shall be automatically forfeited upon such Termination and the Company shall not have any further obligations to the Grantee under this Award Agreement. (b) If the Grantee’s Grantee has a Termination of employment terminates during a the Performance Period as a result of the Grantee’s death or Disability, the Grantee will vest on such Termination date in a pro rata portion of the PRSUs granted with respect to such Performance Period, determined Award calculated by multiplying the PRSUs awarded with respect 50% of the total PSUs granted to such Performance Period Grantee (the “Target Award”) by a fraction, the numerator of which equals the number of days that the Grantee was employed during such the Performance Period and the denominator of which equals 365the total number of days in the Performance Period. For purposes of this Section 5(b), “Disability” has the same meaning as such term is defined in the Company’s long-term disability insurance policies which now or hereafter cover the permanent disability of the Grantee or, in the absence of such policies, means the inability of the Grantee to work in a customary day-to-day capacity for six (6) consecutive months or for six (6) months within a 12 twelve (12) month period, as determined by the Board. (c) [In the event the a Change in Control occurs and within months prior to or years after such Change in Control (A) Grantee’s employment is terminated by the Company without Cause, or (B) Grantee’s employment is terminated by the Grantee for Good Reason, in either case within six months prior to or two years following a Change in Control, all PRSUs granted pursuant to this PSUs at the Target Award Agreement, to the extent not previously forfeited or settled, level shall become fully vested and nonforfeitable as of the date of the Grantee’s termination Termination of employment.]

Service Vesting Condition. (a) The Earned PRSUs with respect to each Performance Period will vest and become nonforfeitable on the respective Determination Date, immediately upon the Committee’s determination and certification that such PRSUs have been earned, provided that the Grantee remains continuously employed with the Company from the Grant Date through the applicable Determination Date on which vesting occurs. Except as otherwise provided in Section 5(b) or this subsection (ci), upon this Award shall become vested pursuant to the Grantee’s Termination for following vesting schedule (the “Vesting Schedule”), provided the Grantee remains in Continuous Service from the date of grant through the applicable vesting date and provided further that any reason at any time before all one of his or her PRSUs have vestedthe applicable performance conditions set forth in subsection (ii) has been satisfied as of such vesting date: Vesting Date Percentage of Award that Vests [Second anniversary of the date of grant] [ ]% [Third anniversary of the date of grant] [ ]% [Fourth anniversary of the date of grant] [ ]% [Fifth anniversary of the date of grant] [ ]% [Sixth anniversary of the date of grant] [ ]% If a performance condition set forth in subsection (ii) of this Paragraph 2(a) has not been satisfied as of a vesting date set forth in the Vesting Schedule, the Grantee’s unvested PRSUs shall be automatically forfeited portion of the Award that otherwise would vest upon such Termination and vesting date (the Company “Deferred Portion”) shall not have vest; provided, however, that if any further obligations to performance condition for a subsequent Performance Period is thereafter satisfied, the Grantee under this Award Agreement. (b) If Deferred Portion shall vest on the Grantee’s employment terminates during a last day of the Performance Period as a result for which such performance condition is satisfied, so long as the Grantee was an employee of the Grantee’s death or Disability, Company on the Grantee will vest in a pro rata portion last business day of the PRSUs granted with respect to such Performance Period. Notwithstanding anything herein to the contrary, determined by multiplying if no performance condition has been satisfied as of the PRSUs awarded with respect to such sixth anniversary of the date of grant but the performance condition for the final Performance Period by a fractionis satisfied, the numerator Award shall vest in full on the last day of which equals the number of days that final Performance Period, so long as the Grantee was employed during an employee of the Company on the last business day of such Performance Period and the denominator of which equals 365Period. For purposes If no performance condition set forth in subsection (ii) of this Section 5(b), “Disability” has the same meaning as such term Paragraph 2(a) is defined satisfied after completion of all Performance Periods set forth in the Company’s long-term disability insurance policies which now or hereafter cover the permanent disability of the Grantee Exhibit A or, in the absence of such policiesif earlier, means the inability of the Grantee to work in a customary day-to-day capacity for six consecutive months or for six months within a 12 month period, as determined by the Board. (c) In the event the Grantee’s employment is terminated by the Company without Cause, or by the Grantee for Good Reason, in either case within six months prior to or two years following a Change in Control, all PRSUs granted pursuant to this Award Agreement, to the extent not previously forfeited or settled, shall become fully vested and nonforfeitable as of the date of the Grantee’s termination of employment, the Award shall be forfeited in its entirety and the Grantee’s rights with respect thereto shall cease. If the Grantee’s employment terminates (whether or not the performance condition has been satisfied) prior to the applicable vesting date, any then unvested portion of the Award shall be forfeited and the Grantee’s rights with respect thereto shall cease.