Common use of Vesting and Delivery Clause in Contracts

Vesting and Delivery. (a) The RSUs shall become vested 50% (________ shares) on _________ and 50% (_______ shares) on _________ (individually, the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, shares of Common Stock shall be delivered to the Executive as described herein if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the applicable Vesting Date.1 (b) Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date and all vesting shall occur only on the Vesting Date, subject to the Executive’s continued employment with the Control Group as described in Section 2(a). (c) In the event of Executive’s termination of employment prior to the Vesting Date by reason of death or Disability, Executive (or in the event of his death, his estate) shall receive a pro rata portion of his RSU award. The pro rata portion shall be determined by multiplying the number of RSUs awarded by a fraction, the numerator of which is the number of days from the 1 Alternate Section 2(a) provision if award cliff vests: The RSUs shall become vested on ____________ (the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, _____________ shares of Common Stock shall be delivered to the Executive as described below if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the Vesting Date. Date of Xxxxx to the date of Executive’s termination of employment and the denominator of which is the number of days from the Date of Grant to the Vesting Date.2 (d) If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason upon, or within twenty-four (24) months following, a Change in Control as defined in Appendix A hereto (“Section 2(d) Termination”), the RSUs shall become immediately vested. (e) In the event the Executive ceases to be employed by the Company or any subsidiary or affiliate of the Company as a result of the closing, sale, spin-off or other divestiture of any operation of the Company, the Compensation Committee, in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive’s RSU award. (f) Subject to Sections 7 and 11.12, when any RSUs become vested, the Company shall promptly issue and deliver to the Executive shares of the Company’s Common Stock, net of shares withheld by the Company to cover applicable withholding taxes, within 30 days following the earlier of (i) a termination of employment by reason of death, Disability, or a Section 2(d) Termination or (ii) the Vesting Date.3

Vesting and Delivery.  (a) The RSUs shall become vested 50% (________ shares) on _________ and 50% (_______ shares) on _________ (individually, the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, shares of Common Stock shall be delivered to the Executive as described herein if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the applicable Vesting Date.1Date.1  (b) Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date and all vesting shall occur only on the Vesting Date, subject to the Executive’s 's continued employment with the Control Group as described in Section 2(a)..  (c) In the event of Executive’s termination of employment prior to the Vesting Date by reason of death death, Disability, or DisabilityRetirement, Executive (or in the event of his death, his estate) shall receive a pro rata portion of his RSU award. The pro rata portion shall be determined by multiplying the number of RSUs awarded by a fraction, the numerator of which is the number of days from the 1 Alternate Section 2(a) provision if award cliff vests: The RSUs shall become vested on ____________ (the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, _____________ shares of Common Stock shall be delivered to the Executive as described below if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the Vesting Date. Date of Xxxxx to the date of Executive’s termination of employment and the denominator of which is the number of days from the Date of Grant to the Vesting Date.2Date.  (d) If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason upon, or within twenty-four (24) months following, a Change in Control as defined in Appendix A hereto (“Section 2(d) Termination”), the RSUs shall become immediately vested..  (e) In the event the Executive ceases to be employed by the Company or any subsidiary or affiliate of the Company as a result of the closing, sale, spin-off or other divestiture of any operation of the Company, the Compensation Committee, in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive’s 's RSU award..      1 Alternate Section 2(a) provision if award cliff vests: The RSUs shall become vested on (_____ (the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, (_____ shares of Common Stock shall be delivered to the Executive as described herein if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the Vesting Date (f) Subject to Sections 7 and 11.12, when any RSUs become vested, the Company shall promptly issue and deliver to the Executive shares of the Company’s 's Common Stock, net of shares withheld by the Company to cover applicable withholding taxes, within 30 days following the earlier of (i) a termination of employment by reason of death, Disability, or a Section 2(d) Termination or (ii) the Vesting Date.3Date. For the avoidance of doubt, payment of RSUs that are vested in connection with the Executive’s Retirement as provided under Section 2(c) shall be made within 30 days following the Vesting Date.  (g) If the Company terminates Executive’s employment without Cause prior to _____, the first two tranches of the RSUs shall, to the extent not already vested, vest on the Executive’s termination date, and the balance of the RSUs shall be cancelled and forfeited in its entirety as of the termination date in accordance with the terms and conditions of the Plan.  (h) If the Executive terminates his employment without Good Reason or the Company terminates Executive’s employment for Cause prior to _____, (in each case, a “Non-Qualifying Termination”), Executive shall pay to the Company and the Company shall be entitled to recover, within ten (10) business days from the Executive’s termination date, a lump sum payment in cash equal to the aggregate value of the vested portion of the RSUs at vesting (based on the per-share closing price of the Company’s Common Stock on the vesting date), net of any taxes that had been withheld by the Company upon the vesting of such RSUs. Notwithstanding the foregoing, upon a Non-Qualifying Termination, in the event that any portion of the RSUs has not vested, such portion of the RSUs shall be cancelled and forfeited in its entirety in accordance with the terms and conditions of the Plan. 

Vesting and Delivery. (a) The RSUs you are eligible to receive as described in Section 2 shall be subject to a one-year holding period following the end of the Performance Period and shall become vested 50% (________ shares) on _________ and 50% (_______ shares) on _________ (individually, the “Vesting Date”) and, subject ). Subject to the terms of this Agreement and the Plan, shares of Common Stock equal to the number of RSUs you earn shall be delivered to the Executive you as described herein below if the Executive has you have been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the applicable such Vesting Date.1Date. (b) Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date Date, and all vesting shall occur only on the Vesting Date, subject to the Executive’s your continued employment with the Control Group as described in Section 2(a3(a). (c) In If the event Company terminates your employment without Cause or you terminate your employment for Good Reason upon or following a Change in Control as defined in Appendix B hereto and such Change in Control occurs following the end of Executive’s termination the Performance Period and the certification by the Compensation Committee of employment prior to the Vesting Date by reason achievement of death or Disabilitythe performance goal, Executive (or in the event of his death, his estate) shall receive a pro rata portion of his RSU award. The pro rata portion shall be determined by multiplying the number of RSUs awarded by a fraction, the numerator of which is the number of days from the 1 Alternate Section 2(a) provision if award cliff vests: The all unvested RSUs shall become immediately vested on ____________ (the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, _____________ shares of Common Stock shall be delivered to the Executive as described below if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of paid in accordance with Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the Vesting Date. Date of Xxxxx to the date of Executive’s termination of employment and the denominator of which is the number of days from the Date of Grant to the Vesting Date.23(f). (d) If the Company terminates Executive’s your employment without Cause or Executive terminates his you terminate your employment for Good Reason upon, or within twenty-four (24) months following, a Change in Control as defined in Appendix A B hereto (“Section 2(d) Termination”)and your Termination occurs prior to the end of the Performance Period, or coincident with or following the end of the Performance Period and prior to the certification by the Compensation Committee of the achievement of the performance goal, you shall be entitled to receive a pro rata portion of the RSUs that you would have been entitled to receive based on the actual performance level achieved for any completed year in the Performance Period and the achievement of a target performance level for the remainder of the Performance Period, as set forth in Appendix A, such RSUs shall become immediately vestedvested upon your Termination and shall be paid in accordance with Section 3(f). The pro rated portion shall be determined by multiplying the number of RSUs you would have been entitled to receive if you had not incurred such Termination by a fraction, the numerator of which is the number of days from __________ to the earlier of your date of Termination or the last day of the Performance Period and the denominator of which is the total number of days in the Performance Period. (e) In the event of your Termination by reason of death, Disability (within the Executive ceases meaning of Code Section 409A(a)(2)(C)(i) or (ii)) or Retirement prior to be the Vesting Date, on the Vesting Date you (or in the event of your death, your estate) shall receive a pro rata portion of the RSUs that you would have received if you had been employed by the Company or any subsidiary or affiliate on the Vesting Date, based on the actual level of achievement of the Company as performance goals set forth in Appendix A. The pro rated portion shall be determined by multiplying the number of RSUs you would have been entitled to receive if you had not incurred such Termination by a result of the closing, sale, spin-off or other divestiture of any operation of the Companyfraction, the Compensation Committeenumerator of which is the number of days from __________ to the date of your Termination and the denominator of which is the total number of days in the Performance Period, and shall vest on the Vesting Date and shall be paid in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive’s RSU awardaccordance with Section 3(f). (f) Subject to Sections 7 and 11.12, when any RSUs become vestedSection 8, the Company shall promptly issue and deliver to the Executive you shares of the Company’s Common Stock, net Stock equal to the number of shares withheld by the Company to cover applicable withholding taxes, vested RSUs you earn within 30 days following the earlier of (ia Termination described in Section 3(d) a termination of employment by reason of death, Disability, or a Section 2(d) Termination or (ii) the Vesting Date.3Date.

Vesting and Delivery. (a) The RSUs PSUs you are eligible to receive as described in Section 2 shall become vested 50% (be subject to a ________ shares) on _________ -year vesting period following the end of the Performance Period and 50% (shall become vested on _______ shares) on _________ (individually, the “Vesting Date”) and, subject ). Subject to the terms of this Agreement and the Plan, shares of Common Stock equal to the number of PSUs you earn shall be delivered to the Executive you as described herein below if the Executive has you have been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the applicable Vesting Date.1Date. (b) Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date Date, and all vesting shall occur only on the Vesting Date, subject to the Executive’s your continued employment with the Control Group as described in Section 2(a3(a).. ​ (c) In If the event Company terminates your employment without Cause or you terminate your employment for Good Reason upon or following a Change in Control as defined in Appendix B hereto and such Change in Control occurs following the end of Executive’s termination the Performance Period and the certification by the Human Capital Committee of employment prior to the Vesting Date by reason achievement of death or Disabilitythe performance goal, Executive (or in the event of his death, his estate) all unvested PSUs shall receive a pro rata portion of his RSU award. The pro rata portion become immediately vested and shall be determined by multiplying the number of RSUs awarded by a fraction, the numerator of which is the number of days from the 1 Alternate paid in accordance with Section 2(a) provision if award cliff vests: The RSUs shall become vested on ____________ (the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, _____________ shares of Common Stock shall be delivered to the Executive as described below if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the Vesting Date. Date of Xxxxx to the date of Executive’s termination of employment and the denominator of which is the number of days from the Date of Grant to the Vesting Date.23(f). (d) If the Company terminates Executive’s your employment without Cause or Executive terminates his you terminate your employment for Good Reason upon, or within twenty-four (24) months following, a Change in Control as defined in Appendix A B hereto (“Section 2(d) Termination”)and your Termination occurs prior to the end of the Performance Period, or coincident with or following the RSUs end of the Performance Period and prior to the certification by the Human Capital Committee of the achievement of the performance goal, you shall be entitled to receive a pro rata portion of the PSUs that you would have been entitled to receive based on the actual performance level achieved for any completed year in the Performance Period and the achievement of a target performance level for the remainder of the Performance Period, as set forth in Appendix A, such PSUs shall become immediately vestedvested upon your Termination and shall be paid in accordance with Section 3(f). The pro rated portion shall be determined by multiplying the number of PSUs you would have been entitled to receive if you had not incurred such Termination by a fraction, the numerator of which is the number of days from __________ to the earlier of your date of Termination or the last day of the Performance Period and the denominator of which is the total number of days in the Performance Period. (e) In the event of your Termination by reason of death, Disability (within the Executive ceases meaning of Code Section 409A(a)(2)(C)(i) or (ii)) or Retirement prior to be the Vesting Date, on the Vesting Date you (or in the event of your death, your estate) shall receive a pro rata portion of the PSUs that you would have received if you had been employed by the Company or any subsidiary or affiliate on the Vesting Date, based on the actual level of achievement of the Company as performance goals set forth in Appendix A. The pro rated portion shall be determined by multiplying the number of PSUs you would have been entitled to receive if you had not incurred such Termination by a result of the closing, sale, spin-off or other divestiture of any operation of the Companyfraction, the Compensation Committeenumerator of which is the number of days from __________ to the date of your Termination and the denominator of which is the total number of days in the Performance Period, and shall vest on the Vesting Date and shall be paid in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive’s RSU awardaccordance with Section 3(f). (f) Subject to Sections 7 8 and 11.12, when any RSUs become vested12(k), the Company shall promptly issue and deliver to the Executive you shares of the Company’s Common Stock, net Stock equal to the number of shares withheld by the Company to cover applicable withholding taxes, vested PSUs you earn within 30 days following the earlier of (ia Termination described in Section 3(d) a termination of employment by reason of death, Disability, or a Section 2(d) Termination or (ii) the Vesting Date.3Date. ​

Vesting and Delivery. (a) The RSUs you are eligible to receive as described in Section 2 shall be subject to a one-year holding period following the end of the Performance Period and shall become vested 50% on (________ shares) on _________ and 50% (_______ shares) on _________ (individually, the “Vesting Date”) and, subject ). Subject to the terms of this Agreement and the Plan, shares of Common Stock equal to the number of RSUs you earn shall be delivered to the Executive you as described herein below if the Executive has you have been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the applicable such Vesting Date.1Date. (b) Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date Date, and all vesting shall occur only on the Vesting Date, subject to the Executive’s your continued employment with the Control Group as described in Section 2(a3(a). (c) In Upon a Change in Control as defined in Appendix B hereto that occurs following the event end of Executive’s termination the Performance Period and the certification by the Compensation Committee of employment the achievement of the performance goal, all unvested RSUs shall become immediately vested and shall be paid in accordance with Section 3(f). (d) Upon a Change in Control as defined in Appendix B hereto that occurs prior to the Vesting Date end of the Performance Period, or coincident with or following the end of the Performance Period and prior to the certification by reason the Compensation Committee of death or Disabilitythe achievement of the performance goal, Executive (or in the event of his death, his estate) you shall be entitled to receive a pro rata portion of his RSU awardthe RSUs that you would have been entitled to receive based on the actual performance level achieved for any completed year in the Performance Period and the achievement of a target performance level for the remainder of the Performance Period, as set forth in Appendix A, such RSUs shall become immediately vested and shall be paid in accordance with Section 3(f). The pro rata rated portion shall be determined by multiplying the number of RSUs awarded you would have been entitled to receive without respect to the Change in Control by a fraction, the numerator of which is the number of days from to date of the 1 Alternate earlier of the Change in Control or the last day of the Performance Period and the denominator of which is the total number of days in the Performance Period without respect to the Change in Control. (e) In the event of your Termination by reason of death, Disability (within the meaning of Code Section 2(a409A(a)(2)(C)(i) provision if award cliff vests: The RSUs shall become vested on ____________ or (ii)) or Retirement prior to the “Vesting Date”, on the Vesting Date you (or in the event of your death, your estate) and, subject to shall receive a pro rata portion of the terms of this Agreement and the Plan, _____________ shares of Common Stock shall be delivered to the Executive as described below RSUs that you would have received if the Executive has you had been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until on the Vesting Date. Date , based on the actual level of Xxxxx achievement of the performance goals set forth in Appendix A. The pro rated portion shall be determined by multiplying the number of RSUs you would have been entitled to receive if you had not incurred such Termination by a fraction, the date of Executive’s termination of employment and the denominator numerator of which is the number of days from the Date of Grant to the date of your Termination and the denominator of which is the total number of days in the Performance Period, and shall vest on the Vesting Date.2 (d) If Date and shall be paid in accordance with Section 3(f). Notwithstanding the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason uponforegoing, or within twenty-four (24) months following, in the event of a Change in Control as defined in Appendix A hereto following your death, Disability (“within the meaning of Code Section 2(d409A(a)(2)(C)(i) Termination”or (ii)) or Retirement, but prior to the certification by the Compensation Committee of the achievement of the performance goal, the RSUs provisions of Section 3(d) above shall become immediately vested. (e) In the event the Executive ceases to be employed by the Company or any subsidiary or affiliate of the Company as a result of the closing, sale, spin-off or other divestiture of any operation of the Company, the Compensation Committee, in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive’s RSU awardsupersede this Section 3(e). (f) Subject to Sections 7 and 11.12, when any RSUs become vestedSection 8, the Company shall promptly issue and deliver to the Executive you shares of the Company’s Common Stock, net Stock equal to the number of shares withheld by the Company to cover applicable withholding taxes, vested RSUs you earn within 30 days following the earlier of (i) a termination of employment by reason of death, Disability, Change in Control or a Section 2(d) Termination or (ii) the Vesting Date.3Date.

Vesting and Delivery. (a) The RSUs you are eligible to receive as described in Section 2 shall be subject to a one-year holding period following the end of the Performance Period and shall become vested 50% (________ shares) on _________ and 50% (_______ shares) on _________ (individually, the “Vesting Date”) and, subject ). Subject to the terms of this Agreement and the Plan, shares of Common Stock equal to the number of RSUs you earn shall be delivered to the Executive you as described herein below if the Executive has you have been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the applicable such Vesting Date.1Date. (b) Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date Date, and all vesting shall occur only on the Vesting Date, subject to the Executive’s your continued employment with the Control Group as described in Section 2(a3(a). (c) In Upon a Change in Control as defined in Appendix B hereto that occurs following the event end of Executive’s termination the Performance Period and the certification by the Compensation Committee of employment the achievement of the performance goal, all unvested RSUs shall become immediately vested and shall be paid in accordance with Section 3(f). (d) Upon a Change in Control as defined in Appendix B hereto that occurs prior to the Vesting Date end of the Performance Period, or coincident with or following the end of the Performance Period and prior to the certification by reason the Compensation Committee of death or Disabilitythe achievement of the performance goal, Executive (or in the event of his death, his estate) you shall be entitled to receive a pro rata portion of his RSU awardthe RSUs that you would have been entitled to receive had the target performance level set forth in Appendix A been achieved and such RSUs shall become immediately vested and shall paid in accordance with Section 3(f). The pro rata rated portion shall be determined by multiplying the number of RSUs awarded you would have been entitled to receive without respect to the Change in Control by a fraction, the numerator of which is the number of days from the 1 Alternate Section 2(a) provision if award cliff vests: The RSUs shall become vested on ____________ (the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, _____________, 20 ____ shares to date of Common Stock shall be delivered the earlier of the Change in Control or the last day of the Performance Period and the denominator of which is the total number of days in the Performance Period without respect to the Executive as described below Change in Control. (e) In the event of your Termination by reason of death, Disability (within the meaning of Code Section 409A(a)(2)(C)(i) or (ii)) or Retirement prior to the Vesting Date, on the Vesting Date you (or in the event of your death, your estate) shall receive a pro rata portion of the RSUs that you would have received if the Executive has you had been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until on the Vesting Date. Date , based on the actual level of Xxxxx achievement of the performance goals set forth in Appendix A. The pro rated portion shall be determined by multiplying the number of RSUs you would have been entitled to receive if you had not incurred such Termination by a fraction, the date of Executive’s termination of employment and the denominator numerator of which is the number of days from _____________, 20 ____ to date of your Termination and the Date denominator of Grant to which is the total number of days in the Performance Period, and shall vest on the Vesting Date.2 (d) If Date and shall be paid in accordance with Section 3(f). Notwithstanding the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason uponforegoing, or within twenty-four (24) months following, in the event of a Change in Control as defined in Appendix A hereto following your death, Disability (“within the meaning of Code Section 2(d409A(a)(2)(C)(i) Termination”or (ii)) or Retirement, but prior to the certification by the Compensation Committee of the achievement of the performance goal, the RSUs provisions of Section 3(d) above shall become immediately vested. (e) In the event the Executive ceases to be employed by the Company or any subsidiary or affiliate of the Company as a result of the closing, sale, spin-off or other divestiture of any operation of the Company, the Compensation Committee, in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive’s RSU awardsupersede this Section 3(e). (f) Subject to Sections 7 and 11.12, when any RSUs become vestedSection 8, the Company shall promptly issue and deliver to the Executive you a stock certificate registered in your name for shares of the Company’s Common Stock, net Stock equal to the number of shares withheld by the Company to cover applicable withholding taxes, vested RSUs you earn within 30 days following the earlier of (i) a termination of employment by reason of death, Disability, Change in Control or a Section 2(d) Termination or (ii) the Vesting Date.3Date.

Vesting and Delivery. (a) The RSUs shall become vested 50% in equal tranches over the course of three years as follows: one-third of the RSUs shall vest on the first anniversary of the Date of Grant, another one-third of the RSUs shall vest on the second anniversary of the Date of Grant, and the remaining one-third of the RSUs shall become vested on the third anniversary of the Date of Grant (________ shares) on _________ and 50% (_______ shares) on _________ (individuallyeach, the “a "Vesting Date”") and, subject to the terms of this Agreement and the Plan, shares of Common Stock shall be delivered to the Executive as described herein if the Executive has been continuously employed by the Company or its subsidiaries Affiliates (as defined in Section 12) within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “"Control Group”") from the Date of Grant until the applicable each such Vesting Date.1Date. (b) Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date and all vesting shall occur only on the Vesting Date, subject to the Executive’s 's continued employment with the Control Group as described in Section 2(a). (c) In the event that the date of the Executive’s termination of employment (the “Termination Date”) by reason of death, Disability, or Retirement is prior to the final Vesting Date by reason of death or DisabilityDate, Executive (or in the event of his death, his estate) shall receive a pro rata portion of his RSU awardaward to the extent not previously vested. The pro rata portion shall be determined as follows: (i) With respect to those RSUs scheduled to vest on the first anniversary of the Date of Grant (to the extent such RSUs remain unvested as of the Termination Date), by multiplying one-third of the number of RSUs awarded by a fraction, the numerator of which is the number of days from the 1 Alternate Section 2(a) provision if award cliff vests: The RSUs shall become vested on ____________ (the “Vesting Date”) and, subject Date of Grant to the terms of this Agreement Termination Date and the Plan, _____________ shares denominator of Common Stock shall be delivered which is 366; (ii) With respect to those RSUs scheduled to vest on the Executive as described below if the Executive has been continuously employed by the Company or its subsidiaries within the meaning second anniversary of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the Vesting Date. Date of Xxxxx (to the date extent such RSUs remain unvested as of Executive’s termination the Termination Date), by multiplying one-third of employment and the denominator RSUs by a fraction, the numerator of which is the number of days from the Date of Grant to the Vesting Date.2Termination Date and the denominator of which is 731; and (iii) With respect to those RSUs scheduled to vest on the third anniversary of the Date of Grant (to the extent such RSUs remain unvested as of the Termination Date), by multiplying one-third of the RSUs by a fraction, the numerator of which is the number of days from the Date of Grant to the Termination Date and the denominator of which is 1,097. (d) If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason upon, or within twenty-four (24) months following, a Change in Control as defined in Appendix A hereto (“Section 2(d) Termination”), the unvested RSUs shall become immediately vested. (e) In the event the Executive ceases to be employed by the Company or any subsidiary or affiliate of the Company its Affiliates as a result of the closing, sale, spin-off off, or other divestiture of any operation of the Company, the Compensation Human Capital Committee, in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive’s 's RSU award. (f) Subject to Sections 7 and 11.12, when any RSUs become vested, the Company shall promptly issue and deliver to the Executive shares of the Company’s 's Common Stock, net of less any shares withheld by the Company to cover applicable withholding taxes, within 30 thirty (30) days following the earlier of (i) a termination of employment by reason of death, Disability, or a Section 2(d) Termination or (ii) the Vesting Date.3Date. For the avoidance of doubt, payment of RSUs that are vested in connection with the Executive’s Retirement as provided under Section 2(c) shall be made within thirty (30) days following the Vesting Date.

Vesting and Delivery. (a) The RSUs shall become vested 50% (________ shares) on _________ and 50% (_______ shares) on _________ (individually, the “"Vesting Date”") and, subject to the terms of this Agreement and the Plan, __________ shares of Common Stock shall be delivered to the Executive as described herein if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “"Control Group”") from the Date of Grant until the applicable Vesting Date.1Date. ​ (b) Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date and all vesting shall occur only on the Vesting Date, subject to the Executive’s 's continued employment with the Control Group as described in Section 2(a).. ​ (c) In the event of Executive’s termination of employment prior to the Vesting Date by reason of death death, Disability, or DisabilityRetirement, Executive (or in the event of his death, his estate) shall receive a pro rata portion of his RSU award. The pro rata portion shall be determined by multiplying the number of RSUs awarded by a fraction, the numerator of which is the number of days from the 1 Alternate Section 2(a) provision if award cliff vests: The RSUs shall become vested on ____________ (the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, _____________ shares of Common Stock shall be delivered to the Executive as described below if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the Vesting Date. Date of Xxxxx to the date of Executive’s termination of employment and the denominator of which is the number of days from the Date of Grant to the Vesting Date.2Date. ​ (d) If the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason upon, or within twenty-four (24) months following, a Change in Control as defined in Appendix A hereto (“Section 2(d) Termination”), the RSUs shall become immediately vested.. ​ ​ (e) In the event the Executive ceases to be employed by the Company or any subsidiary or affiliate of the Company as a result of the closing, sale, spin-off or other divestiture of any operation of the Company, the Compensation Human Capital Committee, in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive’s 's RSU award.. ​ (f) Subject to Sections 7 and 11.12, when any RSUs become vested, the Company shall promptly issue and deliver to the Executive shares of the Company’s 's Common Stock, net of shares withheld by the Company to cover applicable withholding taxes, within 30 days following the earlier of (i) a termination of employment by reason of death, Disability, or a Section 2(d) Termination or (ii) the Vesting Date.3Date. For the avoidance of doubt, payment of RSUs that are vested in connection with the Executive’s Retirement as provided under Section 2(c) shall be made within 30 days following the Vesting Date. ​

Vesting and Delivery. (a) The RSUs you are eligible to receive as described in Section 2 shall be subject to a one-year vesting period following the end of the Performance Period and shall become vested 50% (________ shares) on _________ and 50% (_______ shares) on _________ (individually, the “Vesting Date”) and, subject ). Subject to the terms of this Agreement and the Plan, shares of Common Stock equal to the number of RSUs you earn shall be delivered to the Executive you as described herein below if the Executive has you have been continuously employed by the Company or its subsidiaries within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the applicable Vesting Date.1Date. (b) Other than as may be specifically provided for herein, there shall be no proportionate or partial vesting in the periods prior to the Vesting Date Date, and all vesting shall occur only on the Vesting Date, subject to the Executive’s your continued employment with the Control Group as described in Section 2(a3(a). (c) In If the event Company terminates your employment without Cause or you terminate your employment for Good Reason upon or following a Change in Control as defined in Appendix B hereto and such Change in Control occurs following the end of Executive’s termination the Performance Period and the certification by the Compensation Committee of employment prior to the Vesting Date by reason achievement of death or Disabilitythe performance goal, Executive (or in the event of his death, his estate) shall receive a pro rata portion of his RSU award. The pro rata portion shall be determined by multiplying the number of RSUs awarded by a fraction, the numerator of which is the number of days from the 1 Alternate Section 2(a) provision if award cliff vests: The all unvested RSUs shall become immediately vested on ____________ (the “Vesting Date”) and, subject to the terms of this Agreement and the Plan, _____________ shares of Common Stock shall be delivered to the Executive as described below if the Executive has been continuously employed by the Company or its subsidiaries within the meaning of paid in accordance with Section 424 of the Internal Revenue Code of 1986, as amended (the “Control Group”) from the Date of Grant until the Vesting Date. Date of Xxxxx to the date of Executive’s termination of employment and the denominator of which is the number of days from the Date of Grant to the Vesting Date.23(f). (d) If the Company terminates Executive’s your employment without Cause or Executive terminates his you terminate your employment for Good Reason upon, or within twenty-four (24) months following, a Change in Control as defined in Appendix A B hereto (“Section 2(d) Termination”)and your Termination occurs prior to the end of the Performance Period, or coincident with or following the end of the Performance Period and prior to the certification by the Compensation Committee of the achievement of the performance goal, you shall be entitled to receive a pro rata portion of the RSUs that you would have been entitled to receive based on the actual performance level achieved for any completed year in the Performance Period and the achievement of a target performance level for the remainder of the Performance Period, as set forth in Appendix A, such RSUs shall become immediately vestedvested upon your Termination and shall be paid in accordance with Section 3(f). The pro rated portion shall be determined by multiplying the number of RSUs you would have been entitled to receive if you had not incurred such Termination by a fraction, the numerator of which is the number of days from _____________ to the earlier of your date of Termination or the last day of the Performance Period and the denominator of which is the total number of days in the Performance Period. (e) In the event of your Termination by reason of death, Disability (within the Executive ceases meaning of Code Section 409A(a)(2)(C)(i) or (ii)) or Retirement prior to be the Vesting Date, on the Vesting Date you (or in the event of your death, your estate) shall receive a pro rata portion of the RSUs that you would have received if you had been employed by the Company or any subsidiary or affiliate on the Vesting Date, based on the actual level of achievement of the Company as performance goals set forth in Appendix A. The pro rated portion shall be determined by multiplying the number of RSUs you would have been entitled to receive if you had not incurred such Termination by a result of the closing, sale, spin-off or other divestiture of any operation of the Companyfraction, the Compensation Committeenumerator of which is the number of days from ________________ to the date of your Termination and the denominator of which is the total number of days in the Performance Period, and shall vest on the Vesting Date and shall be paid in its sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any portion of the Executive’s RSU awardaccordance with Section 3(f). (f) Subject to Sections 7 8 and 11.12, when any RSUs become vested12(k), the Company shall promptly issue and deliver to the Executive you shares of the Company’s Common Stock, net Stock equal to the number of shares withheld by the Company to cover applicable withholding taxes, vested RSUs you earn within 30 days following the earlier of (ia Termination described in Section 3(d) a termination of employment by reason of death, Disability, or a Section 2(d) Termination or (ii) the Vesting Date.3Date.