Common use of Service Vesting Requirement Clause in Contracts

Service Vesting Requirement. (i) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its Subsidiaries, on December 31, 2010 (such date, the “Vesting Date”), the Employee shall become vested in a number of Performance Restricted Stock Units (not to exceed the number set forth in Section 1 above) determined based on the formulas set forth in Section 2(b) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (ii) If, prior to the Vesting Date, the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause, then the Performance Restricted Stock Units shall be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iii) If, prior to the Vesting Date, the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, on the Vesting Date, the Performance Restricted Stock Units shall become vested as to a number of shares of Common Stock equal to the product of (i) the number of Performance Restricted Stock Units in which the Employee would have become vested pursuant to Section 2(b) below, if the Employee had remained employed with the Company through the Vesting Date, and (ii) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”); provided, however, that the Employee shall not receive distribution of the shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until the Vesting Date.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its SubsidiariesSubsidiaries through January 1, on December 31, 2010 2017 (such date, the “Vesting Date”), the Employee shall become vested shall, on the Vesting Date, vest in a number of Performance Restricted Stock Units RSUs (not to exceed the number of RSUs provided in the Maximum RSU Award set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause), then the Performance Restricted Stock Units RSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If. Notwithstanding the previous sentence, if, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or RetirementCause, then the Committee has the sole discretion to elect whether this Agreement shall will remain outstanding and, on as of the Vesting Date, whether the Performance Restricted Stock Units shall Employee will become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (ix) the number of Performance Restricted Stock Units RSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (iiy) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”) (such shares, the “Prorated RSU Shares”); provided. (C) If, howeverduring the Performance Period (and absent the occurrence of any Change in Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated RSU Shares (determined based on the shares formula set forth in Section 2(a)(i)(B) above); provided that, in the event of Common Stock equal a termination by the Employee due to Retirement, the number distribution of Prorated RSU Shares are conditioned upon compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Company or its Affiliates during the remaining portion of the Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until Period and violation of any such restrictions shall result in immediate forfeiture of the Vesting Dateentire amount of Prorated RSU Shares.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its Subsidiaries, on December 31, 2010 (such date, Subsidiaries through the “Vesting Date”), the Employee shall shall, on the Vesting Date, become vested in a number of Performance Restricted Stock Units Performance-Based RSUs (not to exceed the number of Maximum Performance Based RSUs set forth in Section 1 above) ), determined based on the formulas set forth in Section 2(b2(b)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated (x) for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or (y) by the Company and its Subsidiaries for Cause, then the Performance Restricted Stock Units Performance-Based RSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iiiC) If, prior to the Vesting DateDate (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated (x) by the Company and its Subsidiaries other than for Cause or (y) by the Employee due to the Employee’s death, Disability death or RetirementDisability, then this Agreement shall remain outstanding and, on as of the Vesting Date, the Performance Restricted Stock Units Employee shall become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (i) the number of Performance Restricted Stock Units Performance-Based RSUs in which the Employee would have become vested pursuant to Section 2(b2(b)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (ii) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 Proration Factor (such fractionshares, the “Proration FactorProrated Performance-Based Shares”); provided. (1) If, howeverduring the Performance Period (and absent the occurrence of any Change of Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated Performance-Based Shares (determined based on the formula set forth in Section 2(b)(i)(C) above). (2) If, after the completion of the Performance Period, but prior to the Vesting Date (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall become entitled to receive a distribution of a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that Performance-Based RSUs in which the Employee would have become vested under this pursuant to Section 2(a)(iii2(b)(ii) until below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as provided that the Employee continues to be remains employed by the Company or its SubsidiariesAffiliates through the Vesting Date (as defined), the Employee shall vest on December 31, 2010 the ending date of the Service Period (such date, the “Vesting Date”) in all of the RSUs granted under this Agreement. (B) If, prior to the Vesting Date (and absent the occurrence of a Change in Control), the Employee shall become vested in a number of Performance Restricted Stock Units (not to exceed the number set forth in Section 1 above) determined based on the formulas set forth in Section 2(b) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) Employee’s employment with the Company shall distribute and its Affiliates is terminated by the Company or by the applicable Affiliate for Cause or by the Employee for any reason other than due to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shallEmployee’s death, effective as of the Vesting DateDisability or Retirement, then any outstanding unvested RSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iiC) If, prior to the Vesting DateDate (and absent the occurrence of a Change in Control), the Employee’s employment with the Company and its Subsidiaries Affiliates is terminated by the Company or by the applicable Affiliate other than for any reason Cause or by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause, Retirement then the Performance Restricted Stock Units shall be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iii) Ifaward will remain outstanding and, prior to as of the Vesting Date, the Employee’s employment with Employee will vest in a pro-rated number of RSUs determined by multiplying the Company and its Subsidiaries is terminated by number of RSUs that would have, absent the Company and its Subsidiaries other than for Cause or due to the Employee’s deathtermination of employment, Disability or Retirement, then this Agreement shall remain outstanding and, vested on the Vesting Date, the Performance Restricted Stock Units shall become vested as to a number of shares of Common Stock equal to the product of (i) the number of Performance Restricted Stock Units in which the Employee would have become vested pursuant to Section 2(b) below, if the Employee had remained employed with the Company through the Vesting Date, and (ii) Date by a fraction, the numerator of which is equal to the number of days between (and including) full months of the Grant Date and Employee’s employment from the beginning of the Service Period through the date such of employment so terminatestermination, and the denominator of which is equal to 1097 36 (such fractionshares, the “Proration FactorProrated RSU Shares”); provided. Notwithstanding the foregoing, however, that in the event of a termination by the Company or by the applicable Affiliate other than for Cause or by the Employee shall not receive due to Retirement, the distribution of Prorated RSU Shares shall be conditioned upon the shares Employee’s compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement with or policy of Common Stock equal to the number of Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until Company and its Affiliates through the Vesting DateDate and violation of any such restrictions shall result in immediate forfeiture of the entire amount of outstanding RSUs.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its Subsidiaries, on Subsidiaries through December 31, 2010 2011 (such date, the “Vesting Date”), the Employee shall shall, on the Vesting Date, become vested in a number of Performance Restricted Stock Units Performance-Based RSUs (not to exceed the number of Maximum Performance-Based RSUs set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated (x) for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or (y) by the Company and its Subsidiaries for Cause, then the Performance Restricted Stock Units Performance-Based RSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iiiC) If, prior to the Vesting DateDate (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated (x) by the Company and its Subsidiaries other than for Cause or (y) by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, on as of the Vesting Date, the Performance Restricted Stock Units Employee shall become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (i) the number of Performance Restricted Stock Units Performance-Based RSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (ii) (ii) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fractionshares, the “Proration FactorProrated Performance-Based Shares”); provided, however, that the Employee shall not receive distribution of the shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until the Vesting Date.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its SubsidiariesSubsidiaries through January 1, on December 31, 2010 2016 (such date, the “Vesting Date”), the Employee shall become vested shall, on the Vesting Date, vest in a number of Performance Restricted Stock Units RSUs (not to exceed the number of RSUs provided in the Maximum RSU Award set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause), then the Performance Restricted Stock Units RSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If. Notwithstanding the previous sentence, if, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or RetirementCause, then the Committee has the sole discretion to elect whether this Agreement shall will remain outstanding and, on as of the Vesting Date, whether the Performance Restricted Stock Units shall Employee will become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (ix) the number of Performance Restricted Stock Units RSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (iiy) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”) (such shares, the “Prorated RSU Shares”); provided. (C) If, howeverduring the Performance Period (and absent the occurrence of any Change in Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated RSU Shares (determined based on the shares formula set forth in Section 2(a)(i)(B) above); provided that, in the event of Common Stock equal a termination by the Employee due to Retirement, the number distribution of Prorated RSU Shares are conditioned upon compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Company or its Affiliates during the remaining portion of the Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until Period and violation of any such restrictions shall result in immediate forfeiture of the Vesting Dateentire amount of Prorated RSU Shares.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its SubsidiariesSubsidiaries through January 1, on December 31, 2010 2015 (such date, the “Vesting Date”), the Employee shall become vested shall, on the Vesting Date, vest in a number of Performance Restricted Stock Units MSUs (not to exceed the number of MSUs provided as the Maximum MSU Award set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause), then the Performance Restricted Stock Units MSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If. Notwithstanding the previous sentence, if, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or RetirementCause, then the Committee has the sole discretion to elect whether this Agreement shall will remain outstanding and, on as of the Vesting Date, whether the Performance Restricted Stock Units shall Employee will become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (ix) the number of Performance Restricted Stock Units MSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (iiy) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”) (such shares, the “Prorated MSU Shares”); provided. (C) If, howeverduring the Award Period (and absent the occurrence of any Change in Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated MSU Shares (determined based on the shares formula set forth in Section 2(a)(i)(B) above); provided that, in the event of Common Stock equal a termination by the Employee due to Retirement, the number distribution of Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until Prorated MSU Shares are conditioned upon compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Vesting DateCompany or its Affiliates during the remaining portion of the Award Period and violation of any such restrictions shall result in immediate forfeiture of the entire amount of Prorated MSU Shares.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its SubsidiariesSubsidiaries through January 1, on December 31, 2010 2016 (such date, the “Vesting Date”), the Employee shall become vested shall, on the Vesting Date, vest in a number of Performance Restricted Stock Units MSUs (not to exceed the number of MSUs provided as the Maximum MSU Award set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause), then the Performance Restricted Stock Units MSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If. Notwithstanding the previous sentence, if, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or RetirementCause, then the Committee has the sole discretion to elect whether this Agreement shall will remain outstanding and, on as of the Vesting Date, whether the Performance Restricted Stock Units shall Employee will become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (ix) the number of Performance Restricted Stock Units MSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (iiy) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”) (such shares, the “Prorated MSU Shares”); provided. (C) If, howeverduring the Award Period (and absent the occurrence of any Change in Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated MSU Shares (determined based on the shares formula set forth in Section 2(a)(i)(B) above); provided that, in the event of Common Stock equal a termination by the Employee due to Retirement, the number distribution of Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until Prorated MSU Shares are conditioned upon compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Vesting DateCompany or its Affiliates during the remaining portion of the Award Period and violation of any such restrictions shall result in immediate forfeiture of the entire amount of Prorated MSU Shares.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its SubsidiariesSubsidiaries through January 1, on December 31, 2010 2017 (such date, the “Vesting Date”), the Employee shall become vested shall, on the Vesting Date, vest in a number of Performance Restricted Stock Units MSUs (not to exceed the number of MSUs provided as the Maximum MSU Award set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause), then the Performance Restricted Stock Units MSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If. Notwithstanding the previous sentence, if, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or RetirementCause, then the Committee has the sole discretion to elect whether this Agreement shall will remain outstanding and, on as of the Vesting Date, whether the Performance Restricted Stock Units shall Employee will become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (ix) the number of Performance Restricted Stock Units MSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (iiy) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”) (such shares, the “Prorated MSU Shares”); provided. (C) If, howeverduring the Award Period (and absent the occurrence of any Change in Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated MSU Shares (determined based on the shares formula set forth in Section 2(a)(i)(B) above); provided that, in the event of Common Stock equal a termination by the Employee due to Retirement, the number distribution of Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until Prorated MSU Shares are conditioned upon compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Vesting DateCompany or its Affiliates during the remaining portion of the Award Period and violation of any such restrictions shall result in immediate forfeiture of the entire amount of Prorated MSU Shares.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its Subsidiaries, on Subsidiaries through December 31, 2010 2012 (such date, the “Vesting Date”), the Employee shall shall, on the Vesting Date, become vested in a number of Performance Restricted Stock Units Performance-Based RSUs (not to exceed the number of Maximum Performance-Based RSUs set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated (x) for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or (y) by the Company and its Subsidiaries for Cause, then the Performance Restricted Stock Units Performance-Based RSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iiiC) If, prior to the Vesting DateDate (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated (x) by the Company and its Subsidiaries other than for Cause or (y) by the Employee due to the Employee’s death, Disability death or RetirementDisability, then this Agreement shall remain outstanding and, on as of the Vesting Date, the Performance Restricted Stock Units Employee shall become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (i) the number of Performance Restricted Stock Units Performance-Based RSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (ii) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fractionshares, the “Proration FactorProrated Performance-Based Shares”); provided. (1) If, howeverduring the Performance Period (and absent the occurrence of any Change of Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated Performance-Based Shares (determined based on the formula set forth in Section 2(b)(i)(C) above). (2) If, after the completion of the Performance Period, but prior to the Vesting Date (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall become entitled to receive a distribution of a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that Performance-Based RSUs in which the Employee would have become vested under this pursuant to Section 2(a)(iii2(b)(ii) until below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its SubsidiariesSubsidiaries through January 1, on December 31, 2010 2014 (such date, the “Vesting Date”), the Employee shall become vested shall, on the Vesting Date, vest in a number of Performance Restricted Stock Units MSUs (not to exceed the number of MSUs provided as the Maximum MSU Award set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause), then the Performance Restricted Stock Units MSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If. Notwithstanding the previous sentence, if, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or RetirementCause, then the Committee has the sole discretion to elect whether this Agreement shall will remain outstanding and, on as of the Vesting Date, whether the Performance Restricted Stock Units shall Employee will become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (ix) the number of Performance Restricted Stock Units MSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (iiy) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”) (such shares, the “Prorated MSU Shares”); provided. (C) If, howeverduring the Award Period (and absent the occurrence of any Change in Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated MSU Shares (determined based on the shares formula set forth in Section 2(a)(i)(B) above); provided that, in the event of Common Stock equal a termination by the Employee due to Retirement, the number distribution of Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until Prorated MSU Shares are conditioned upon compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Vesting DateCompany or its Affiliates during the remaining portion of the Award Period and violation of any such restrictions shall result in immediate forfeiture of the entire amount of Prorated MSU Shares.

Service Vesting Requirement. (i) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its Subsidiaries, on December 31, 2010 2009 (such date, the “Vesting Date”), the Employee shall become vested in a number of Performance Restricted Stock Units (not to exceed the number set forth in Section 1 above) determined based on the formulas set forth in Section 2(b) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (ii) If, prior to the Vesting Date, the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause, then the Performance Restricted Stock Units shall be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iii) If, prior to the Vesting Date, the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, on the Vesting Date, the Performance Restricted Stock Units shall become vested as to a number of shares of Common Stock equal to the product of (i) the number of Performance Restricted Stock Units in which the Employee would have become vested pursuant to Section 2(b) below, if the Employee had remained employed with the Company through the Vesting Date, and (ii) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”); provided, however, that the Employee shall not receive distribution of the shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until the Vesting Date.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its SubsidiariesSubsidiaries through January 1, on December 31, 2010 2014 (such date, the “Vesting Date”), the Employee shall become vested shall, on the Vesting Date, vest in a number of Performance Restricted Stock Units RSUs (not to exceed the number of RSUs provided in the Maximum RSU Award set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause), then the Performance Restricted Stock Units RSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If. Notwithstanding the previous sentence, if, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or RetirementCause, then the Committee has the sole discretion to elect whether this Agreement shall will remain outstanding and, on as of the Vesting Date, whether the Performance Restricted Stock Units shall Employee will become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (ix) the number of Performance Restricted Stock Units RSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (iiy) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”) (such shares, the “Prorated RSU Shares”); provided. (C) If, howeverduring the Performance Period (and absent the occurrence of any Change in Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated RSU Shares (determined based on the shares formula set forth in Section 2(a)(i)(B) above); provided that, in the event of Common Stock equal a termination by the Employee due to Retirement, the number distribution of Prorated RSU Shares are conditioned upon compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Company or its Affiliates during the remaining portion of the Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until Period and violation of any such restrictions shall result in immediate forfeiture of the Vesting Dateentire amount of Prorated RSU Shares.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its Subsidiaries, on December 31, 2010 (such date, Subsidiaries through the “Vesting Date”), the Employee shall shall, on the Vesting Date, become vested in a number of Performance Restricted Stock Units Performance-Based RSUs (not to exceed the number of Maximum Performance Based RSUs set forth in Section 1 above) ), determined based on the formulas set forth in Section 2(b2(b)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated (x) for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or (y) by the Company and its Subsidiaries for Cause, then the Performance Restricted Stock Units Performance-Based RSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iiiC) If, prior to the Vesting DateDate (and absent the occurrence of any Change of Control), the Employee’s employment with the Company and its Subsidiaries is terminated (x) by the Company and its Subsidiaries other than for Cause or (y) by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, on as of the Vesting Date, the Performance Restricted Stock Units Employee shall become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (i) the number of Performance Restricted Stock Units Performance-Based RSUs in which the Employee would have become vested pursuant to Section 2(b2(b)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (ii) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 Proration Factor (such fractionshares, the “Proration FactorProrated Performance-Based Shares”); provided, however, that the Employee shall not receive distribution of the shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until the Vesting Date.

Service Vesting Requirement. (iA) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its SubsidiariesSubsidiaries through January 1, on December 31, 2010 2015 (such date, the “Vesting Date”), the Employee shall become vested shall, on the Vesting Date, vest in a number of Performance Restricted Stock Units RSUs (not to exceed the number of RSUs provided in the Maximum RSU Award set forth in Section 1 above) determined based on the formulas set forth in Section 2(b2(a)(ii) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof. (iiB) If, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause), then the Performance Restricted Stock Units RSUs shall be forfeited by the Employee without consideration as of such termination date and this Agreement shall terminate without payment in respect thereof. (iii) If. Notwithstanding the previous sentence, if, prior to the Vesting DateDate (and absent the occurrence of any Change in Control), the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or RetirementCause, then the Committee has the sole discretion to elect whether this Agreement shall will remain outstanding and, on as of the Vesting Date, whether the Performance Restricted Stock Units shall Employee will become vested as entitled to receive a distribution of a number of shares of Common Stock equal to the product of (ix) the number of Performance Restricted Stock Units RSUs in which the Employee would have become vested pursuant to Section 2(b2(a)(ii) below, if the Employee had remained employed with the Company or a Subsidiary through the Vesting Date, and (iiy) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”) (such shares, the “Prorated RSU Shares”); provided. (C) If, howeverduring the Performance Period (and absent the occurrence of any Change in Control), that the Employee’s employment with the Company and its Subsidiaries is terminated by the Employee due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, as of the Vesting Date, the Employee shall not become entitled to receive a distribution of Prorated RSU Shares (determined based on the shares formula set forth in Section 2(a)(i)(B) above); provided that, in the event of Common Stock equal a termination by the Employee due to Retirement, the number distribution of Prorated RSU Shares are conditioned upon compliance with any non-compete, non-solicitation, non-disclosure and non-disparagement restrictions in any agreement or policy with the Company or its Affiliates during the remaining portion of the Performance Restricted Stock Units that become vested under this Section 2(a)(iii) until Period and violation of any such restrictions shall result in immediate forfeiture of the Vesting Dateentire amount of Prorated RSU Shares.