Common use of Service Vesting Clause in Contracts

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary of the Award Date (the “Service Vesting Date”), Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below), vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Date, then Participant shall not vest in any of the Performance-Qualified Shares and all of Participant's right, title and interest to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the completion of the three (3)-year anniversary of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then Participant shall not vest in any of the Performance-Qualified Shares and all of Participant's right, title and interest to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all one third of the Performance-Qualified Performance Shares. The If the Performance Period is coincident with the calendar year, then the Shares underlying those particular Performance-Qualified Performance Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those particular Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the third (3rd) calendar month following such completion date. The Participant shall vest in the balance of the Performance Shares in two (2) successive equal annual installments upon his or her completion of each year of Service Vesting Dateover the two-year period measured from the first anniversary of the start date of the Performance Period. The Shares in which Participant vests on each such Service vesting date shall be issued on that date or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such Service vesting date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Performance Shares determined by multiplying (x) the maximum number of Performance-Qualified Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The If the Performance Period is coincident with the calendar year, then the Shares underlying the Performance-Qualified Performance Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those vested Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the Service Vesting Datethird (3rd) calendar month following such completion date. (iii) If Participant ceases Service on or after the completion of the Performance Period by reason of Early Retirement or Normal Retirement but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall vest in a portion of those unvested Performance Shares determined by multiplying (x) the number of Performance Shares in which Participant would have vested at the end of the one-year Service vesting period in which such cessation of Service occurs had Participant continued in Service throughout that one-year period by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant during that particular one-year Service vesting period (rounded to the closest whole month), and the denominator of which is twelve (12) months. The Shares underlying the Performance Shares in which Participant vests pursuant to this subparagraph (iii) shall be issued on the date of Participant’s Separation of Service due to his or her Early Retirement or Normal Retirement or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (iv) If Participant ceases Service on or after the completion of the Performance Period by reason of death or Permanent Disability but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall immediately vest in all those unvested Performance Shares, and the Shares underlying those Performance Shares shall be issued on the date of Participant’s Separation of Service due to his or her death or Permanent Disability or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (v) If Participant’s Service ceases for any other reason reason, whether before or after the completion of the Performance Period but prior to the completion of the Service Vesting Datevesting provisions of this Agreement, then Participant shall not vest in cease to have any of the Performance-Qualified Shares and all of Participant's right, title and interest further right or entitlement to the unvested Shares at the time subject to this Award and shall ceasenot vest in those unvested Shares. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the completion of the three (3)-year anniversary of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then Participant shall not vest in any of the Performance-Qualified Shares and all of Participant's ’s right, title and interest to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date two (the “Service Vesting Date”)2)-year Performance Period, Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to during the Service Vesting Date Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three two (3)-year 2)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirtytwenty-six four (3624) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of Participant's ’s right, title and interest in and to the Shares subject to this Award shall ceaseimmediately terminate. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues remains in Service through continued employment or service with the three (3)-year anniversary of Company or an Affiliate from the Award Date through _______________ (the “Service Vesting DatePeriod”), Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided thatvest, if the Service Vesting Date is after at the end of the Performance Service Period, then in the number of Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date.determined under Appendix A. (ii) If Participant Participant’s employment or service with the Company and its Affiliates ceases Service by reason of Participant’s death or Disability prior to the Service Vesting Date by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum Service Period, Participant shall vest as of such termination in a number of Performance-Qualified Shares (as described in further detail in (x) below), vest in a portion of the Performance-Qualified Shares determined by multiplying (xA) the maximum number of Performance-Qualified Target Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (yB) a fraction, the numerator of which is the number of whole months of actual Service completed by Participant Participant’s employment or service in such the Performance Period prior to Participant’s termination (rounded up to the closest whole month, but not to exceed thirty-six (36), ) and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date). (iii) If Participant’s employment or service with the Company and its Affiliates ceases by reason of Participant’s Retirement prior to completion of the Service ceases Period, Participant shall vest at the end of the Service Period in a number of Shares determined by multiplying: (A) the number of Shares to which Participant would have been entitled had Participant remained in employment or service with the Company or Affiliate through the end of the Service Period by (B) a fraction, the numerator of which is the number of whole months that Participant was employed or in service during the Performance Period prior to Participant’s termination (rounded up to the closest whole month, but not to exceed thirty-six (36)) and the denominator of which is thirty-six (36). For purposes of this Award, Retirement shall mean Participant’s termination of employment or service with the Company and its Affiliates, other than for Cause, if Participant (i) is, at the time of such termination, age 60 or over and (ii) has completed at least 10 years of employment or service with the Company or an Affiliate at the time of such termination. Notwithstanding the foregoing, if there is a Change of Control during the Service Period, Section 4(a)(iii) shall apply instead of this subsection (iii). (iv) Should Participant cease continued employment or service with the Company and its Affiliates for any other reason prior to the end of the Service Vesting DatePeriod, then the Award shall be immediately canceled and Participant shall thereupon cease to have any right or entitlement to receive any Shares under the Award. (v) For purposes of this Agreement, Participant’s date of termination of employment shall mean the date on which Participant ceases active employment, and shall not be extended by any notice period, whether mandated or implied under local law during which Participant is not actually employed or providing services (e.g., garden leave or similar leave) or during or for which Participant receives pay in lieu of notice or severance pay. To the greatest extent permitted by applicable law, the Award shall not vest in during any notice period, regardless of whether Participant continues active employment during such period, and the Performance-Qualified Shares and all of Participant's right, title and interest to the Shares subject to this Award shall ceasebe canceled on the date notice of termination is provided by Participant or the Company (or an Affiliate). Schedule I attached The Company shall have the sole discretion to determine when Participant is no longer actively employed for purposes of this Agreement sets forth examples illustrating the calculation without reference to any other agreement, written or oral, including Participant’s contract of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsemployment, if applicable.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues remains in Service through continued employment or service with the three (3)-year anniversary of Company or an Affiliate from the Award Date through _____________ (the “Service Vesting DatePeriod”), Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided thatvest, if the Service Vesting Date is after at the end of the Performance Service Period, then in the number of Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date.determined under Appendix A. (ii) If Participant Participant’s employment or service with the Company and its Affiliates ceases Service by reason of Participant’s death or Disability prior to the Service Vesting Date by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum Service Period, Participant shall vest as of such termination in a number of Performance-Qualified Shares (as described in further detail in (x) below), vest in a portion of the Performance-Qualified Shares determined by multiplying (xA) the maximum number of Performance-Qualified Target Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (yB) a fraction, the numerator of which is the number of whole months of actual Service completed by Participant Participant’s employment or service in such the Performance Period prior to Participant’s termination (rounded up to the closest whole month, but not to exceed thirty-six (36), ) and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date). (iii) If Participant’s employment or service with the Company and its Affiliates ceases by reason of Participant’s Retirement prior to completion of the Service ceases Period, Participant shall vest at the end of the Service Period in a number of Shares determined by multiplying: (A) the number of Shares to which Participant would have been entitled had Participant remained in employment or service with the Company or Affiliate through the end of the Service Period by (B) a fraction, the numerator of which is the number of whole months that Participant was employed or in service during the Performance Period prior to Participant’s termination (rounded up to the closest whole month, but not to exceed thirty-six (36)) and the denominator of which is thirty-six (36). For purposes of this Award, Retirement shall mean Participant’s termination of employment or service with the Company and its Affiliates, other than for Cause, if Participant (i) is, at the time of such termination, age 60 or over and (ii) has completed at least 10 years of employment or service with the Company or an Affiliate at the time of such termination. Notwithstanding the foregoing, if there is a Change of Control during the Service Period, Section 4(a)(iii) shall apply instead of this subsection (iii). (iv) Should Participant cease continued employment or service with the Company and its Affiliates for any other reason prior to the end of the Service Vesting DatePeriod, then the Award shall be immediately canceled and Participant shall thereupon cease to have any right or entitlement to receive any Shares under the Award. (v) For purposes of this Agreement, Participant’s date of termination of employment shall mean the date on which Participant ceases active employment, and shall not be extended by any notice period, whether mandated or implied under local law during which Participant is not actually employed or providing services (e.g., garden leave or similar leave) or during or for which Participant receives pay in lieu of notice or severance pay. To the greatest extent permitted by applicable law, the Award shall not vest in during any notice period, regardless of whether Participant continues active employment during such period, and the Performance-Qualified Shares and all of Participant's right, title and interest to the Shares subject to this Award shall ceasebe canceled on the date notice of termination is provided by Participant or the Company (or an Affiliate). Schedule I attached The Company shall have the sole discretion to determine when Participant is no longer actively employed for purposes of this Agreement sets forth examples illustrating the calculation without reference to any other agreement, written or oral, including Participant’s contract of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsemployment, if applicable.

Service Vesting. The Performance-Qualified Shares so determined represent application of the performance vesting provisions shall determine the maximum number of Issued Shares in which the Participant can vest hereunder. The actual number of Issued Shares in which the Participant shall vest shall be determined as follows: (i) : - If the Participant continues in Service through for the three (3)-year anniversary of one-year period measured from the Award Date (the “"Service Vesting Date”Period"), the Participant shall vest in all one hundred percent (100%) of the Performance-Qualified Maximum Number of Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during - If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the completion of the Service Vesting Date Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then the Participant shall, upon the determination by the Plan Administrator of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below), shall vest in a portion of the Performance-Qualified Maximum Number Shares determined by multiplying (x) the maximum number Maximum Number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of full or partial months of actual Service completed by Participant in such Performance the Service Vesting Period (rounded to the closest whole month), and the denominator of which is thirty-six twelve (36) months12). The Shares underlying - If the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s 's Service ceases for any other reason prior to the completion of the Service Vesting DatePeriod, then the Participant shall not vest in any of the Performance-Qualified Shares and all Issued Shares. For purposes of the foregoing Service vesting provisions: - The term Service shall mean the Participant's right, title and interest to performance of services for the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating Corporation (or any Parent or Subsidiary) in the calculation capacity of an Employee or a non-employee member of the number board of Shares directors of any Subsidiary. Participant shall be deemed to cease such Service immediately upon the occurrence of either of the following events: (i) the Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which the Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though the Participant may vest based upon hypothetical levels subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of Performance Goal military leave, sick leave or other personal leave approved by the Corporation; provided, however, that except to the extent otherwise required by law or expressly authorized by the Plan Administrator or the Corporation's written leave of absence policy, no Service credit shall be given for vesting purposes for any period the Participant is on a leave of absence. - The Participant will be deemed to cease Service by reason of Retirement if he or she terminates Service on or after attainment and service vesting requirementsof age sixty-five (65) or by reason of approved early retirement (age 55 plus 5 years Service).

Service Vesting. The Performance-Qualified Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all one third of the Performance-Qualified Performance Shares. The If the Performance Period is coincident with the calendar year, then the Shares underlying those particular Performance-Qualified Performance Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those particular Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the third (3rd) calendar month following such completion date. The Participant shall vest in the balance of the Performance Shares in two (2) successive equal annual installments upon his or her completion of each year of Service Vesting Dateover the two-year period measured from the first anniversary of the start date of the Performance Period. The Shares in which Participant vests on each such Service-vesting date shall be issued on that date or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such Service-vesting date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Performance Shares determined by multiplying (x) the maximum number of Performance-Qualified Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The If the Performance Period is coincident with the calendar year, then the Shares underlying the Performance-Qualified Performance Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those vested Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the Service Vesting Datethird (3rd) calendar month following such completion date. (iii) If Participant ceases Service on or after the completion of the Performance Period by reason of Early Retirement or Normal Retirement but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall vest in a portion of those unvested Performance Shares determined by multiplying (x) the number of Performance Shares in which Participant would have vested at the end of the one-year Service-vesting period in which such cessation of Service occurs had Participant continued in Service throughout that one-year period by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant during that particular one-year Service-vesting period (rounded to the closest whole month), and the denominator of which is twelve (12) months. The Shares underlying the Performance Shares in which Participant vests pursuant to this subparagraph (iii) shall be issued on the date of Participant’s Separation of Service due to his or her Early Retirement or Normal Retirement or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (iv) If Participant ceases Service on or after the completion of the Performance Period by reason of death or Permanent Disability but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall immediately vest in all those unvested Performance Shares, and the Shares underlying those Performance Shares shall be issued on the date of Participant’s Separation of Service due to his or her death or Permanent Disability or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (v) If Participant’s Service ceases for any other reason reason, whether before or after the completion of the Performance Period but prior to the Service Vesting Datecompletion of the Service-vesting provisions of this Agreement, then Participant shall not vest in cease to have any of the Performance-Qualified Shares and all of Participant's right, title and interest further right or entitlement to the unvested Shares at the time subject to this Award and shall ceasenot vest in those unvested Shares. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which the Participant can vest hereunder. The actual number of Shares in which the Participant shall vest shall be determined as follows: (i) i. If the Participant continues in Service from the Date of Grant through the three (3)-year anniversary of the Award Date (the “Service Vesting Date”), the Participant shall vest in all of the Performance-Qualified Shares; ii. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases to be in Service prior to the Service Vesting Date but after April 1, 2023 by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then the Participant shall, upon such cessation of Service, vest in a number of Shares determined by multiplying (x) the determination Target Number of Performance Shares, by (y) a fraction, the numerator of which is the number of days of actual Service completed by the Plan Administrator Participant during Performance Period, and the denominator of which is one thousand ninety-five (1,095); iii. If the Participant’s Service terminates during the Performance Period due to the Participant’s Voluntary Retirement, then the Participant shall vest in the maximum number of Performance-Qualified Shares in which the Participant would have vested if the Participant had continued in Service through the Vesting Date; iv. If within two (2) years following a Change in Control that occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), whether or not for Cause, then the Performance-Qualified Shares (as determined pursuant to Section 4) to the extent outstanding shall become one hundred percent (100%) vested as of the date of such cessation of Service; v. If the Participant ceases to be in Service prior to the Vesting Date but after April 1, 2023 as a result of termination of the Participant’s employment by the Company without Cause (other than a termination described in further detail in (x) belowSection 3(b)(iv)), then the Participant shall vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which the Participant would have vested, based on vested had the actual level of Performance Goal attainment for Participant continued in Service through the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above Vesting Date by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant days in such the Performance Period (rounded up to the closest whole month)date of such termination, and the denominator of which is thirtyone thousand ninety-six five (361,095). Notwithstanding any other provision of this Award Agreement, any vesting of Shares pursuant to this Section 3(b)(v) months. The Shares underlying is conditioned upon the Performance-Qualified Shares Participant’s execution during the applicable release review period, and non- revocation, of a written release (in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (such form reasonably prescribed by the Company or in substantially the event form attached to an employment agreement entered into by and between the Participant and the Company or any of its affiliates) of any and all claims against the death of Participant, then to Participant’s heirs or beneficiaries) during Company and all related parties; and vi. If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then the Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of the Participant's ’s right, title and interest in and to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsimmediately terminate.

Service Vesting. The Performance-Qualified Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all fifty percent (50%) of the Performance-Qualified Performance Shares. The Participant shall vest in the balance of the Performance Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during upon his or her completion of one year of Service measured from the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end completion of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disabilitydeath, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion 100% of the Performance-Qualified Performance Shares. If Participant ceases Service on or after the completion of the Performance Period by reason of death but prior to vesting in all the Performance Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based that become subject to this Award on the basis of actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares Participant shall be issued as soon as administratively practicable after the Service Vesting Date, but immediately vest in no event later than sixty (60) days after the Service Vesting Dateall those unvested Performance Shares. (iii) If the Participant’s Service is terminated by the Corporation (a) prior to the completion of the Performance Period and (b) following the expiration of the thirteen (13)-month period measured from the Award Date but during the Pre-Closing Period for any reason other than a Termination for Cause, then the Participant shall immediately vest in all of the Performance Shares subject to the Award. For purposes of the foregoing, the number of Performance Shares shall be determined in accordance with Schedule II based on the level at which the Performance Goal is attained over an abbreviated Performance Period ending with the effective date of the Participant’s termination of Service. (iv) If the Participant’s Service is terminated by the Corporation following (a) the completion of the Performance Period and (b) the expiration of the thirteen (13)-month period measured from the Award Date but during the Pre-Closing Period for any reason other than a Termination for Cause, then the Participant shall immediately vest in all of the Performance Shares subject to the Award. (v) If Participant’s Service ceases for any other reason reason, whether before or after the completion of the Performance Period but prior to the completion of the Service Vesting Datevesting provisions of this Agreement, then Participant shall not vest in cease to have any of the Performance-Qualified Shares and all of Participant's right, title and interest further right or entitlement to the unvested Shares at the time subject to this Award and shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares not vest in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsthose unvested Shares.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date _______ (the “Service Vesting Date”__)-year Performance Period, Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to during the Service Vesting Date Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of attainment of each of the Performance Goal attainment Goals for the Performance Period, had Participant completed the three _____ (3)-year __)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six _________ (36__) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of Participant's ’s right, title and interest in and to the Shares subject to this Award shall ceaseimmediately terminate. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of attainment of the Performance Goal attainment Goals and service vesting requirements.

Service Vesting. The Performance-Qualified Actual Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues remains in Service continued employment or service with the Company or an Affiliate from _____________ through the three (3)-year anniversary of the Award Date _______________ (the “Service Vesting DatePeriod”), on _________________ Participant shall vest in all 100% of the Performance-Qualified Actual Performance Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to In the event of Participant’s termination of continued employment or service with the Company or an Affiliate that occurs during the Service Vesting Date Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator of the maximum shall be entitled to receive a number of Performance-Qualified Shares (as described in further detail in (x) below), vest in a portion of the Performance-Qualified Shares determined by multiplying (xA) the maximum number of Performance-Qualified Actual Performance Shares in (if any) to which Participant would have vested, be entitled based on the actual level of Performance Goal attainment for at which the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above Goals are achieved by (yB) a fraction, the numerator of which is the number of months of actual employment or service in the Service completed by Participant in such Performance Period prior to the termination (rounded up to the closest whole month, but not to exceed thirty-six (36), ) and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date). (iii) If Participant’s Service ceases Should Participant cease continued employment or service with the Company or an Affiliate for any other reason prior to the end of the Service Vesting DatePeriod, then the Award shall be immediately canceled and Participant shall thereupon cease to have any right or entitlement to receive any Shares under the Award. (iv) For purposes of this Agreement, Participant’s date of termination of employment shall mean the date on which Participant ceases active employment, and shall not vest be extended by any notice period, whether mandated or implied under local law during which Participant is not actually employed or providing services (e.g., garden leave or similar leave) or during or for which Participant receives pay in any lieu of notice or severance pay. The Company shall have the Performance-Qualified Shares and all sole discretion to determine when Participant is no longer actively employed for purposes of Participant's right, title and interest to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation without reference to any other agreement, written or oral, including Participant’s contract of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsemployment, if applicable.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which the Participant can vest hereunder. The actual number of Shares in which the Participant shall vest shall be determined as follows: (i) If the Participant continues in Service from the Date of Grant through the three (3)-year anniversary of the Award Date (the “Service Vesting Date”), the Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date.; (ii) If the Participant ceases to be in Service prior to the Service Vesting Date but after _________, ____ by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then the Participant shall, upon such cessation of Service, vest in a number of Shares determined by multiplying (x) the determination applicable number of Performance-Qualified Shares (determined in accordance with Section 2), by (y) a fraction, the numerator of which is the number of days of actual Service completed by the Plan Administrator Participant during Performance Period, and the denominator of which is 1,095; (iii) If the Participant’s Service terminates during the Performance Period due to the Participant’s Voluntary Retirement, then the Participant shall vest in the maximum number of Performance-Qualified Shares in which the Participant would have vested if the Participant had continued in Service through the Vesting Date; (iv) If within two (2) years following a Change in Control that occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), whether or not for Cause, then the Performance-Qualified Shares (as determined pursuant to Section 4) to the extent outstanding shall become 100% vested as of the date of such cessation of Service; (v) If the Participant ceases to be in Service prior to the Vesting Date but after _________,____ as a result of termination of the Participant’s employment by the Company without Cause (other than a termination described in further detail in (x) belowSection 3(b)(iv)), then the Participant shall vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which the Participant would have vested, based on vested had the actual level of Performance Goal attainment for Participant continued in Service through the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above Vesting Date by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant days in such the Performance Period (rounded up to the closest whole month)date of such termination, and the denominator of which is thirty1,095. Notwithstanding any other provision of this Award Agreement, any vesting of Shares pursuant to this Section 3(b)(v) is conditioned upon the Participant’s execution during the applicable release review period, and non-six revocation, of a written release (36) months. The Shares underlying in such form reasonably prescribed by the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (Company or in substantially the event form attached to an employment agreement entered into by and between the Participant and the Company or any of its affiliates) of any and all claims against the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date Company and ending on March 15th of that yearall related parties; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date.and (iiivi) If the Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then the Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of the Participant's ’s right, title and interest in and to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsimmediately terminate.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the completion of the three (3)-year anniversary of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to during the Service Vesting Date Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of attainment of each of the Performance Goal attainment Goals for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of Participant's ’s right, title and interest in and to the Shares subject to this Award shall ceaseimmediately terminate. Schedule I Appendix A attached to this Agreement sets forth examples illustrating the calculation of the number of Shares Performance Stock Units in which the Participant may vest based upon hypothetical levels of attainment of the Performance Goal attainment Goals and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent application of the performance vesting --------------- provisions shall determine the maximum number of Issued Shares in which the Participant can vest hereunder. The actual number of Issued Shares in which the Participant shall vest shall be determined as follows: (i) : - If the Participant continues in Service through for the three (3)-year anniversary of one-year period measured from the Award Date (the “"Service Vesting Date”Period"), the Participant shall vest in all one hundred percent (100%) of the Performance-Qualified Maximum Number of Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during - If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the completion of the Service Vesting Date Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then the Participant shall, upon the determination by the Plan Administrator of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below), shall vest in a portion of the Performance-Qualified Maximum Number Shares determined by multiplying (x) the maximum number Maximum Number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of full or partial months of actual Service completed by Participant in such Performance the Service Vesting Period (rounded to the closest whole month), and the denominator of which is thirty-six twelve (36) months12). The Shares underlying - If the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s 's Service ceases for any other reason prior to the completion of the Service Vesting DatePeriod, then the Participant shall not vest in any of the Performance-Qualified Shares and all Issued Shares. For purposes of the foregoing Service vesting provisions: - The term Service shall mean the Participant's right, title and interest to performance of services for the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating Corporation (or any Parent or Subsidiary) in the calculation capacity of an Employee or a non-employee member of the number board of Shares directors of any Subsidiary. Participant shall be deemed to cease such Service immediately upon the occurrence of either of the following events: (i) the Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which the Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though the Participant may vest based upon hypothetical levels subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of Performance Goal military leave, sick leave or other personal leave approved by the Corporation; provided, however, that except to the extent otherwise required by law or expressly authorized by the Plan Administrator or the Corporation's written leave of absence policy, no Service credit shall be given for vesting purposes for any period the Participant is on a leave of absence. - The Participant will be deemed to cease Service by reason of Retirement if he or she terminates Service on or after attainment and service vesting requirementsof age sixty-five (65) or by reason of approved early retirement (age 55 plus 5 years Service).

Service Vesting. The Performance-Qualified Actual Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues remains in Service continued employment or service with the Company or an Affiliate from January 1, 2012 through the three (3)-year anniversary of the Award Date December 31, 2014 (the “Service Vesting DatePeriod”), on December 31, 2014, Participant shall vest in all 100% of the Performance-Qualified Actual Performance Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued . (ii) In the event of Participant’s termination of employment or service by reason of death or Disability prior to Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares this Award shall immediately vest with respect to, and Participant shall be issued as soon as administratively practicable entitled to receive the number of Target Performance Shares (without regard to achievement of any Performance Goals). In the event of Participant’s termination of continued employment or service with the Company or an Affiliate that occurs on or after completion of the Performance Period but prior to completion of the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon shall be entitled to receive the determination by the Plan Administrator of the maximum number of Performance-Qualified Actual Performance Shares (as described in further detail in (xif any) below), vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in to which Participant would have vested, be entitled based on the actual level of Performance Goal attainment for at which the Performance Period, Goals are achieved had Participant completed the three (3)-year Service vesting requirement set forth remained in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (employment or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with service through the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Should Participant’s employment or service be terminated by the Company without Cause or by Participant for Good Reason during the Service ceases Period, Participant shall be entitled to receive the number of Actual Performance Shares (if any) to which Participant would be entitled based on the actual level at which the Performance Goals are achieved had Participant remained in employment or service through the Service Period. (iv) Should Participant cease continued employment or service with the Company or an Affiliate for any other reason prior to the end of the Service Vesting DatePeriod, then the Award shall be immediately canceled and Participant shall not vest thereupon cease to have any right or entitlement to receive any Shares under the Award. (v) For purposes of this Agreement, “Cause”, “Disability” and “Good Reason” shall be as defined in any of the Performance-Qualified Shares employment agreement between Participant and all of Participant's rightthe Company dated June 15, title and interest to 2011 (the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements“Employment Agreement”).

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which the Participant can vest hereunder. The actual number of Shares in which the Participant shall vest shall be determined as follows: (i) i. If the Participant continues in Service from the Date of Grant through the three (3)-year anniversary of the Award Date (the “Service Vesting Date”), the Participant shall vest in all of the Performance-Qualified Shares; ii. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases to be in Service prior to the Service Vesting Date but after [•] by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then the Participant shall, upon such cessation of Service, vest in a number of Shares determined by multiplying (x) the determination applicable number of Performance-Qualified Shares, (determined in accordance with the last paragraph of Section 2 above) , by (y) a fraction, the numerator of which is the number of days of actual Service completed by the Plan Administrator Participant during Performance Period, and the denominator of which is one thousand ninety-five (1,095); iii. If the Participant’s Service terminates during the Performance Period due to the Participant’s Retirement, then the Participant shall vest in the maximum number of Performance-Qualified Shares in which the Participant would have vested if the Participant had continued in Service through the Vesting Date; iv. If upon or within two (2) years following a Change in Control that occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), other than for Cause, then the Performance-Qualified Shares (as determined pursuant to Section 4) to the extent outstanding shall become one hundred percent (100%) vested as of the date of such cessation of Service; v. If the Participant ceases to be in Service prior to the Vesting Date but after [•]as a result of termination of the Participant’s employment by the Company without Cause (other than a termination described in further detail in (x) belowSection 3(b)(iv)), then the Participant shall vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which the Participant would have vested, based on vested had the actual level of Performance Goal attainment for Participant continued in Service through the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above Vesting Date by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant days in such the Performance Period (rounded up to the closest whole month)date of such termination, and the denominator of which is thirtyone thousand ninety-six five (361,095). Notwithstanding any other provision of this Award Agreement, any vesting of Shares pursuant to this Section 3(b)(v) months. The Shares underlying is conditioned upon the Performance-Qualified Shares Participant’s execution during the applicable release review period, and non- revocation, of a written release (in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (such form reasonably prescribed by the Company or in substantially the event form attached to an employment agreement entered into by and between the Participant and the Company or any of its affiliates) of any and all claims against the death of Participant, then to Participant’s heirs or beneficiaries) during Company and all related parties; and vi. If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then the Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of the Participant's ’s right, title and interest in and to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsimmediately terminate.

Service Vesting. The Performance-Qualified Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all one third of the Performance-Qualified Performance Shares. The If the Performance Period is coincident with the calendar year, then the Shares underlying those particular Performance-Qualified Performance Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those particular Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the third (3rd) calendar month following such completion date. The Participant shall vest in the balance of the Performance Shares in two (2) successive equal annual installments upon his or her completion of each year of Service Vesting Dateover the two-year period measured from the first anniversary of the start date of the Performance Period. The Shares in which Participant vests on each such Service vesting date shall be issued on that date or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such Service vesting date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Performance Shares determined by multiplying (x) the maximum number of Performance-Qualified Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The If the Performance Period is coincident with the calendar year, then the Shares underlying the Performance-Qualified Performance Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those vested Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the Service Vesting Datethird (3rd) calendar month following such completion date. (iii) If Participant ceases Service on or after the completion of the Performance Period by reason of Early Retirement or Normal Retirement but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall vest in a portion of those unvested Performance Shares determined by multiplying (x) the number of Performance Shares in which Participant would have vested at the end of the one-year Service vesting period in which such cessation of Service occurs had Participant continued in Service throughout that one-year period by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant during that particular one-year Service vesting period (rounded to the closest whole month), and the denominator of which is twelve (12) months. The Shares underlying the Performance Shares in which Participant vests pursuant to this subparagraph (iii) shall be issued on the date of Participant’s Separation of Service due to his or her Early Retirement or Normal Retirement or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (iv) If Participant ceases Service on or after the completion of the Performance Period by reason of death or Permanent Disability but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall immediately vest in all those unvested Performance Shares, and the Shares underlying those Performance Shares shall be issued on the date of Participant’s Separation of Service due to his or her death or Permanent Disability or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (v) If Participant's Service ceases for any other reason reason, whether before or after the completion of the Performance Period but prior to the completion of the Service Vesting Datevesting provisions of this Agreement, then Participant shall not vest in cease to have any of the Performance-Qualified Shares and all of Participant's right, title and interest further right or entitlement to the unvested Shares at the time subject to this Award and shall ceasenot vest in those unvested Shares. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all one third of the Performance-Qualified Performance Shares. The If the Performance Period is coincident with the calendar year, then the Shares underlying those particular Performance-Qualified Performance Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those particular Performance Shares shall be issued as soon as administratively practicable after following the Service Vesting Datecompletion date of that Performance Period, but in no event later than sixty the fifteenth (6015th) days after day of the third (3rd) calendar month following such completion date. The Participant shall vest in the balance of the Performance Shares in two (2) successive equal annual installments upon his or her completion of each year of Service Vesting Dateover the two-year period measured from the first anniversary of the start date of the Performance Period. The Shares in which Participant vests on each such Service vesting date shall be issued on that date or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such Service vesting date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Performance Shares determined by multiplying (x) the maximum number of Performance-Qualified Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The If the Performance Period is coincident with the calendar year, then the Shares underlying the Performance-Qualified Performance Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those vested Performance Shares shall be issued as soon as administratively practicable after following the Service Vesting Datecompletion date of that Performance Period, but in no event later than sixty the fifteenth (6015th) days after day of the Service Vesting Datethird (3rd) calendar month following such completion date. (iii) If Participant ceases Service on or after the completion of the Performance Period by reason of Early Retirement or Normal Retirement but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall vest in a portion of those unvested Performance Shares determined by multiplying (x) the number of Performance Shares in which Participant would have vested at the end of the one-year Service vesting period in which such cessation of Service occurs had Participant continued in Service throughout that one-year period by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant during that particular one-year Service vesting period (rounded to the closest whole month), and the denominator of which is twelve (12) months. The Shares underlying the Performance Shares in which Participant vests pursuant to this subparagraph (iii) shall be issued on the date of Participant’s Separation of Service due to his or her Early Retirement or Normal Retirement or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (iv) If Participant ceases Service on or after the completion of the Performance Period by reason of death or Permanent Disability but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall immediately vest in all those unvested Performance Shares, and the Shares underlying those Performance Shares shall be issued on the date of Participant’s Separation of Service due to his or her death or Permanent Disability or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (v) If Participant’s Service ceases for any other reason reason, whether before or after the completion of the Performance Period but prior to the completion of the Service Vesting Datevesting provisions of this Agreement, then Participant shall not vest in cease to have any of the Performance-Qualified Shares and all of Participant's right, title and interest further right or entitlement to the unvested Shares at the time subject to this Award and shall ceasenot vest in those unvested Shares. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which the Participant can vest hereunder. The actual number of Shares in which the Participant shall vest shall be determined as follows: (i) i. If the Participant continues in Service from the Date of Grant through the three (3)-year anniversary of the Award Date (the “Service Vesting Date”), the Participant shall vest in all of the Performance-Qualified Shares; ii. The If the Participant ceases to be in Service prior to the Vesting Date but after _______, ____by reason of death or Disability, then the Participant shall, upon such cessation of Service, vest in a number of Shares underlying those particular determined by multiplying (x) the applicable number of Performance-Qualified Shares shall generally be issued to (determined in accordance with Section 2), by (y) a fraction, the numerator of which is the number of days of actual Service completed by the Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, and the denominator of which is 1,095; iii. If the Participant’s Service terminates during the Performance Period due to the Participant’s Voluntary Retirement, then the Shares Participant shall be issued as soon as administratively practicable after the Service Vesting Date, but vest in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator of the maximum number of Performance-Qualified Shares in which the Participant would have vested if the Participant had continued in Service through the Vesting Date; iv. If within two (2) years following a Change in Control that occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), whether or not for Cause, then the Performance-Qualified Shares (as determined pursuant to Section 4) to the extent outstanding shall become 100% vested as of the date of such cessation of Service; v. If the Participant ceases to be in Service prior to the Vesting Date but after _______, ____as a result of termination of the Participant’s employment by the Company without Cause (other than a termination described in further detail in (x) belowSection 3(b)(iv)), then the Participant shall vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which the Participant would have vested, based on vested had the actual level of Performance Goal attainment for Participant continued in Service through the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above Vesting Date by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant days in such the Performance Period (rounded up to the closest whole month)date of such termination, and the denominator of which is thirty1,095. Notwithstanding any other provision of this Award Agreement, any vesting of Shares pursuant to this Section 3(b)(v) is conditioned upon the Participant’s execution during the applicable release review period, and non-six revocation, of a written release (36) months. The Shares underlying in such form reasonably prescribed by the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (Company or in substantially the event form attached to an employment agreement entered into by and between the Participant and the Company or any of its affiliates) of any and all claims against the death of Participant, then to Participant’s heirs or beneficiaries) during Company and all related parties; and vi. If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then the Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of the Participant's ’s right, title and interest in and to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsimmediately terminate.