Common use of Terms and Conditions of this Grant Clause in Contracts

Terms and Conditions of this Grant. The Restricted Stock Units become “vested” on the vesting dates noted above, provided any required performance goals have been satisfied. The Shares underlying the Restricted Stock Units will be issued upon vesting. In the event the vesting date falls on a weekend day or holiday, the Restricted Stock Units will vest and Shares will be issued on the next trading day. • You may defer these Restricted Stock Units under the employer’s non-qualified deferred compensation plan. If you make a deferral election, then the Restricted Stock Units subject to that election will not be paid upon vesting, but will instead be paid pursuant to the terms of the non-qualified deferred compensation plan. • Each Restricted Stock Unit includes one Dividend Equivalent Unit. A Dividend Equivalent Unit entitles you to a cash payment equal to the cash dividends declared on a Share of stock during the vesting period. Payment of the Dividend Equivalent Units will be made to you in cash as soon as practicable after the dividend payment date. Dividend Equivalent Units are not eligible for dividend reinvestment. • If your employment with the Company terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested, then all nonvested Restricted Stock Units will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death, Disability, Retirement or a Covered Termination, in accordance with the terms of the Plan. • If the Restricted Stock Units vest upon termination of employment, then the Shares underlying the Restricted Stock Units that vest will be issued promptly after your termination. If, however, you are a “specified employee” within the meaning of Code Section 409A at the time of your termination and if the Restricted Stock Units vest due to your Retirement, termination as a result of Disability or Covered Termination, then the issuance of the Shares for those vested Restricted Stock Units will be delayed for six months following your termination to the extent needed to comply with Code Section 409A.

Terms and Conditions of this Grant. The Restricted Stock Units become “vested” on the vesting dates noted above, provided any required performance goals have been satisfied. The Shares underlying the Restricted Stock Units will be issued upon vesting. In the event the vesting date falls on a weekend day or holiday, the Restricted Stock Units will vest and Shares will be issued on the next trading day. • You may defer these Restricted Stock Units under the employer’s non-qualified deferred compensation plan. If you make a deferral election, then the Restricted Stock Units subject to that election will not be paid upon vesting, but will instead be paid pursuant to the terms of the non-qualified deferred compensation plan. • Each Restricted Stock Unit includes one Dividend Equivalent Unit. A Dividend Equivalent Unit entitles you to a cash payment equal to the cash dividends declared on a Share of stock during the vesting period. Payment of the Dividend Equivalent Units will be made to you in cash as soon as practicable after the dividend payment date. Dividend Equivalent Units are not eligible for dividend reinvestment. • If your employment with the Company terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested, then all nonvested Restricted Stock Units will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death, Disability, Retirement Disability or a Covered TerminationRetirement, in accordance with the terms of the Plan. • If the Restricted Stock Units vest upon termination of employment, then the Shares underlying the Restricted Stock Units that vest will be issued promptly after your termination. If, however, you are a “specified employee” within the meaning of Code Section 409A at the time of your termination and if the Restricted Stock Units vest due to your Retirement, Retirement or termination as a result of Disability or Covered TerminationDisability, then the issuance of the Shares for those vested Restricted Stock Units will be delayed for six months following your termination to the extent needed to comply with Code Section 409A.

Terms and Conditions of this Grant. The Restricted Stock Units become “vested” on the vesting dates noted above, provided any required performance goals have been satisfied. The Shares underlying the Restricted Stock Units will be issued upon vesting. In the event the vesting date falls on a weekend day or holiday, the Restricted Stock Units will vest and Shares will be issued on the next trading day. • Only whole Shares will be issued; any fractional Share otherwise issuable under this award will be rounded up to the nearest whole Share. • You may defer these Restricted Stock Units under the employer’s non-qualified deferred compensation plan. If you make a deferral election, then the Restricted Stock Units subject to that election will not be paid upon vesting, but will instead be paid pursuant to the terms of the non-qualified deferred compensation plan. • Each Restricted Stock Unit includes one Dividend Equivalent Unit. A Dividend Equivalent Unit entitles you to a cash payment equal to the cash dividends declared on a Share of stock during the vesting period. Payment of the Dividend Equivalent Units will be made to you in cash as soon as practicable after the dividend payment date. Dividend Equivalent Units are not eligible for dividend reinvestment. • If your employment with the Company terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested, then all nonvested Restricted Stock Units will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death, Disability, Retirement or a Covered Termination, in accordance with the terms of the Plan. • If the Restricted Stock Units vest upon termination of employment, then the Shares underlying the Restricted Stock Units that vest will be issued promptly after your termination. If, however, you are a “specified employee” within the meaning of Code Section 409A at the time of your termination and if the Restricted Stock Units vest due to your Retirement, termination as a result of Disability or Covered Termination, then the issuance of the Shares for those vested Restricted Stock Units will be delayed for six months following your termination to the extent needed to comply with Code Section 409A.

Terms and Conditions of this Grant. The Restricted Stock Units become “vested” on A Performance Share Unit entitles you to receive one share of Company stock following the vesting dates noted aboveend of the Performance Period, to the extent the Performance Goal(s) for this award are met during the Performance Period, provided any required performance goals have been satisfiedyou remain employed until the end of the Performance Period, except as provided below. Additional information about the Performance Goals for this award are described in the Appendix to this grant agreement or in supplemental communications. The Shares underlying the Restricted Stock Units that are earned will be issued upon vestingto you within 2½ months after the Performance Period has been completed, following the date the level of achievement of the Performance Goals has been determined. In the event the vesting date falls on a weekend day or holiday, the Restricted Stock Units will vest and Only whole Shares will be issued on the next trading day. • You may defer these Restricted Stock Units under the employer’s non-qualified deferred compensation plan. If you make a deferral election, then the Restricted Stock Units subject to that election issued; any fractional share will not be paid upon vesting, but will instead be paid pursuant rounded down to the terms of the non-qualified deferred compensation plannearest whole Share. • Each Restricted Stock Performance Share Unit includes one Dividend Equivalent Unit. A Dividend Equivalent Unit entitles you to a cash payment equal to an additional Performance Share Unit, determined by dividing the cash dividends dividend declared on a Share of stock during prior to the vesting perioddate the shares are issued hereunder by the Fair Market Value of a Share on the date the dividend is paid, and then rounding down to the nearest whole share. Payment The cash dividend amounts representing a fractional share will be accumulated and converted into one additional Performance Share Unit when the accumulated cash dividends equal the Fair Market Value of the Dividend Equivalent a share. These additional Performance Share Units will be made subject to you in cash the same vesting and performance requirements, and will be issued at the same time, as soon as practicable after the dividend payment date. Dividend Equivalent underlying Performance Share Units are not eligible for dividend reinvestmentto which they relate. • If your employment with the Company terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vestedthe last day of the Performance Period, then all nonvested Restricted Stock Performance Share Units will be forfeited, except as described below. Exceptions • If you are a Board-appointed officer either at the beginning of the Performance Period (or date of grant of this award, if later) or at the date of your termination, then the terms of the Plan apply to this rule your Performance Share Units. • If you are made for certain types of terminationsnot a Board-appointed officer (as described above), including then: • If your termination is due to death, death or Disability, then you (or your estate, following your death) will be issued Shares promptly following your termination date equal to the Performance Share Units you would earn if the target Performance Goals had been met; or • If your termination is due to Retirement or a Covered Termination, in accordance with the terms of the Plan. • If the Restricted Stock Units vest upon termination of employment, then the Shares underlying the Restricted Stock Units that vest you will be issued Shares promptly after following your terminationtermination date equal to the Performance Share Units you would earn if the target Performance Goals had been met, but pro-rated based on the portion of the Performance Period during which you were employed. If• You will be considered to have a “Covered Termination” if the Company or an Affiliate terminates your employment for a reason other than Cause, howeverdeath or Disability. In addition, if you are a “specified employee” within the meaning of Code Section 409A at the time of Board-appointed corporate officer, your termination and if of employment for “Good Reason” (as defined in the Restricted Stock Units vest due to your Retirement, termination as Plan) will also be considered a result of Disability or Covered Termination, then but only if you execute a general release of claims (which may include non-disparagement, non-solicitation and confidentiality covenants) as requested by the issuance Company. • You cannot vote Performance Share Units. • You may not sell, assign, transfer, pledge as collateral or otherwise dispose of the Shares for those vested Restricted Stock your Performance Share Units will be delayed for six months following your termination to the extent needed to comply with Code Section 409A.at any time.