Common use of Vesting and Delivery of Vested Securities Clause in Contracts

Vesting and Delivery of Vested Securities. a) Subject to the terms and provisions of the Plan and this Agreement, on the Vesting Date, the Company shall issue or transfer to the Participant the number of Shares corresponding to the Performance Level achieved during the Performance Period and the Retained Distributions, if any, relating to such Shares. Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of such PSUs and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice of Grant of Performance Stock Units). As of the Vesting Date, a percentage (between 0% and 200%) of the target number of PSUs shall vest as follows: (i) If the Company’s TSR Percentile for the Performance Period is ranked at or above the 50th percentile, then the percentage of the target number of PSUs that shall vest is based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below; (ii) If the Company’s TSR Percentile for the Performance Period is ranked below the 50th percentile and the Adjusted EPS Percentile for the Performance Period is ranked at or above the 50th percentile, then the percentage of the target number of PSUs that shall vest is the average of (x) the percentage of the target number of PSUs that would vest based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below, and (y) 100%; and (iii) If the Company’s TSR Percentile for the Performance Period is ranked below the 50th percentile and the Adjusted EPS Percentile for the Performance Period is ranked below the 50th percentile, then the percentage of the target number of PSUs that shall vest is based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below. Maximum The Company is ranked at the 100th percentile 200 % Target The Company is ranked at the 50th percentile 100 % Threshold The Company is ranked at the 25th percentile 50 % Below Threshold The Company is ranked below the 25th percentile 0 % The percentage of Target PSUs that vest if the Company’s TSR Percentile during the Performance Period is between the “Threshold” and “Target” or between the “Target” and “Maximum” Performance Levels shall be determined by linear interpolation.

Vesting and Delivery of Vested Securities. a) Subject to the terms and provisions of the Plan and this Agreement, on the Vesting Date, the Company shall issue or transfer to the Participant the number of Shares corresponding to the Performance Level achieved during the Performance Period and the Retained Distributions, if any, relating to such Sharescovered by the Award. Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of such PSUs and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice of Grant of Performance Stock Units). As of the Vesting Date, a percentage (between 0% and 200%) of the target number of PSUs shall vest as follows: (i) If the Company’s TSR Percentile for the Performance Period is ranked at or above the 50th percentile, then the percentage of the target number of PSUs that shall vest is based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below; (ii) If the Company’s TSR Percentile for the Performance Period is ranked below the 50th percentile and the Adjusted EPS Percentile for the Performance Period is ranked at or above the 50th percentile, then the percentage of the target number of PSUs that shall vest is the average of of (x) the percentage of the target number of PSUs that would vest based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below, and (y) 100%; and (iii) If the Company’s TSR Percentile for the Performance Period is ranked below the 50th percentile and the Adjusted EPS Percentile for the Performance Period is ranked below the 50th percentile, then the percentage of the target number of PSUs that shall vest is based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below. Maximum The Company is ranked at the 100th percentile 200 200% Target The Company is ranked at the 50th percentile 100 100% Threshold The Company is ranked at the 25th percentile 50 50% Below Threshold The Company is ranked below the 25th percentile 0 0% The percentage of Target PSUs that vest if the Company’s TSR Percentile during the Performance Period is between the “Threshold” and “Target” or between the “Target” and “Maximum” Performance Levels shall be determined by linear interpolation.

Vesting and Delivery of Vested Securities. a) Subject to the terms and provisions of the Plan and this Agreement, on the Vesting Date, the Company shall issue or transfer to the Participant the number of Shares corresponding to the Performance Level achieved during the Performance Period and the Retained Distributions, if any, relating to such Sharescovered by the Award. Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of such PSUs and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice of Grant of Performance Stock Units). As of the Vesting Date, a percentage (between 0% and 200%) of the target number of PSUs shall vest as follows: (i) If the Company’s TSR Percentile for the Performance Period is ranked at or above the 50th percentile, then the percentage of the target number of PSUs that shall vest is based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below; (ii) If the Company’s TSR Percentile for the Performance Period is ranked below the 50th percentile and the Adjusted EPS Percentile for the Performance Period is ranked at or above the 50th percentile, then the percentage of the target number of PSUs that shall vest is the average of (x) the percentage of the target number of PSUs that would vest based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below, and (y) 100%; and (iii) If the Company’s TSR Percentile for the Performance Period is ranked below the 50th percentile and the Adjusted EPS Percentile for the Performance Period is ranked below the 50th percentile, then the percentage of the target number of PSUs that shall vest is based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below. Maximum The Company is ranked at the 100th percentile 200 % Target The Company is ranked at the 50th percentile 100 % Threshold The Company is ranked at the 25th percentile 50 % Below Threshold The Company is ranked below the 25th percentile 0 % The percentage of Target PSUs that vest if the Company’s TSR Percentile during the Performance Period is between the “Threshold” and “Target” or between the “Target” and “Maximum” Performance Levels shall be determined by linear interpolation.