Common use of Vesting and Distribution Clause in Contracts

Vesting and Distribution. (a) The RSUs shall vest, in full, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions of Section 2(c) below, no vesting shall occur prior to the Vesting Date. (b) Subject to the provisions of Section 2(c) below, following the Vesting Date, the Company shall distribute to the Participant, one share of Common Stock for each RSU granted hereunder, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder shall be deemed satisfied. (c) Notwithstanding the foregoing provisions, upon the earliest to occur of a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Disability or death, the number of RSUs determined by application of the fraction set forth herein shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination in the manner described in Section 2(b) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. (a) The RSUs shall vest, in fullas provided below, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) a cumulative basis provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions applicable vesting date: First Anniversary of Section 2(c) below, no vesting shall occur prior to the Vesting Date.Grant Date 33.3 % Second Anniversary of Grant Date 33.3 % Third Anniversary of Grant Date 33.4 % (b) There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date provided, that, no Termination has occurred prior to such date. (c) Subject to the provisions Section 2(d) of Section 2(c) belowthis Agreement, following the Vesting Dateapplicable vesting date, the Company shall promptly distribute to the Participant, Participant one share of Common Stock for of the Company with respect to each RSU granted hereunderthat vests on such date (but in all events no later than 30 days after the vesting date), subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder each such RSU shall be deemed satisfied. (cd) Notwithstanding the foregoing provisions, upon the earliest earlier to occur of either: (i) subject to any requirement set forth in the Participant’s employment agreement to execute and not revoke a release of claims, a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Retirement, Disability (as defined in the Employment Agreement) or death, the number of RSUs determined by application death or (ii) a Change in Control of the fraction set forth herein Company, all unvested RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change in Control, as applicable, in the manner described in Section 2(b) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36above. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to Cause (as defined in the Employment Agreement) or a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether termination of the Participant’s employment has been terminated pursuant to an Involuntary Termination by the Participant for purposes of Good Reason (as defined in the Plan and this Employment Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns).

Vesting and Distribution. (a) The RSUs shall vest, in fullas provided below, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) a cumulative basis provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions applicable vesting date: First Anniversary of Section 2(c) below, no vesting shall occur prior to the Vesting Date.Grant Date 33.3 % Second Anniversary of Grant Date 33.3 % Third Anniversary of Grant Date 33.4 % (b) There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date provided, that, no Termination has occurred prior to such date. (c) Subject to the provisions Section 2(d) of Section 2(c) belowthis Agreement, following the Vesting Dateapplicable vesting date, the Company shall distribute to the Participant, one share of Common Stock for with respect to each RSU granted hereunderthat vests on such date, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder each such RSU shall be deemed satisfied. (cd) Notwithstanding the foregoing provisions, upon the earliest earlier to occur of either: (i) a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Retirement, Disability or death, the number of RSUs determined by application death or (ii) a Change in Control of the fraction set forth herein Company, all RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change in Control, as applicable, in the manner described in Section 2(b2(c) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. (a) The RSUs PSUs shall vest, in full, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions of Section 2(c) below, no vesting shall occur prior to the Vesting Date. (b) Subject to the provisions of Section 2(c) below, on or soon following the Vesting Date, the Company shall distribute pay to the Participant, one in cash, an amount equal to multiplied by the Fair Market Value (determined on the Vesting Date in accordance with the terms of the Plan) of a share of Common Stock for each RSU granted hereunderStock, subject to such share adjustment as may be required under Article IV of the Planminus any taxes or withholding. Upon such delivery of shares of Common Stockpayment, all obligations of the Company with respect to the RSUs PSUs granted hereunder shall be deemed satisfied. (c) Notwithstanding the foregoing provisions, upon the earliest to occur of a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Disability or death, the number of RSUs PSUs determined by application of the fraction set forth herein shall immediately become fully vested and shall be distributed payable to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination in the manner described in Section 2(b) above and otherwise in accordance with the terms of the Plan; provided that, for these purposes Fair Market Value shall be determined as of the Termination Date or date of death (as the case may be). The number of the RSUs PSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs PSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant after with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. (a) The RSUs shall Award will vest, if at all, in fullaccordance with Schedule A, on the third (3rd) anniversary attached hereto and made a part of the Grant Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions of Section 2(c) below, no vesting shall occur prior to the Vesting Datethis Agreement. (b) Subject In the event the Employee’s employment with one of the Corporation’s Subsidiaries is terminated prior to the provisions of Section 2(c) below, following the Vesting Date, the Company shall distribute to the Participant, one share of Common Stock for each RSU granted hereunder, subject to such share adjustment as may be required under Article IV end of the Plan. Upon such delivery of shares of Common Stockmeasurement period set forth in Schedule A (the “Measurement Period”) due to his or her death, all obligations of the Company with respect to the RSUs granted hereunder shall be deemed satisfied. (c) Notwithstanding the foregoing provisions, upon the earliest to occur of a Termination of Employment by the Participant as a result of an Involuntary Termination Disability (as defined hereinin Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”)), Disability Retirement (subject to the second paragraph of Section 4) or deathtermination not for Cause (each an “Early Termination”), the number of RSUs determined by application of the fraction set forth herein shall immediately become fully vested Award will vest, if at all, on a pro-rata basis and shall will be distributed paid to the Participant Employee (or, in the event of the Employee’s death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination the Employee’s designated beneficiary for purposes of the Award, or in the manner described in Section 2(b) above and otherwise in accordance with absence of an effective beneficiary designation, the terms of the PlanEmployee’s estate). The number of the RSUs that shall fully vest pursuant to this Section 2(cpro-rata basis will be a percentage where: (i) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36, and (ii) the numerator of which is the number of months from January 1, 2008 through the month of Early Termination, inclusive. For The cash and/or Common Stock subject to this pro-rata Award will be paid to the Recipient at the same time as Cash Awards and Stock Distributions under the Plan are paid to then current employees who have Awards under the Plan, subject to Section 2(f) of this Agreement. Notwithstanding the foregoing, in no event will a payment be provided to the Employee unless and until the Employee’s Retirement or termination not for Cause constitutes a “separation from service” for purposes of Treasury Regulation 1.409A-1(h) or successor guidance thereto. (c) In the event the Recipient’s employment with one of the Corporation’s Subsidiaries is terminated for Cause, or if the Recipient terminates such employment with such Subsidiary prior to his or her Retirement, each occurring prior to April 20, 2011, the Award shall be forfeited in its entirety. (d) If, prior to April 20, 2011, the Recipient becomes an employee of a Subsidiary that is not wholly-owned, directly or indirectly, by the Corporation, or if the Recipient begins a leave of absence without reinstatement rights, then in each case the Award shall be forfeited in its entirety. (e) In the event of a Change in Control of the Corporation prior to the payment of the cash and/or Common Stock subject to the Award, such payment will be made within 60 days of the date of the Change in Control. In such event, the vesting date will be the date of the Change in Control. The term “Change in Control” is defined for purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assignsSection 7.

Vesting and Distribution. The Award will vest, if at all, in accordance with the following terms and conditions: (a) The RSUs shall vest, in full, If the Employee is on the third (3rd) anniversary payroll of a Subsidiary that is wholly-owned, directly or indirectly, by the Grant Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to Corporation as of the Vesting Date. Subject , the Shares covered by the Award will be paid by the Corporation to the provisions of Section 2(c) below, no vesting shall occur prior to Employee on or about the Vesting Date. (b) Subject In the event the Grantee’s employment with one of the Corporation’s Subsidiaries is terminated prior to the provisions of Section 2(c) below, following the Vesting Date, the Company shall distribute Date due to the ParticipantGrantee’s death, one share of Common Stock Disability, Retirement or termination not for Cause (each RSU granted hereunderan “Early Termination”), subject to such share adjustment as may the second paragraph of Section 4, the Award will vest, if at all, on a pro-rata basis and will be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect paid to the RSUs granted hereunder shall be deemed satisfied. (c) Notwithstanding the foregoing provisions, upon the earliest to occur of a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Disability or death, the number of RSUs determined by application of the fraction set forth herein shall immediately become fully vested and shall be distributed to the Participant Grantee (or, in the event of the Grantee’s death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination the Grantee’s designated beneficiary for the purposes of the Award, or in the manner described in Section 2(b) above and otherwise in accordance with absence of an effective beneficiary designation, the terms of the PlanGrantee’s estate). The number of the RSUs that shall fully vest pursuant to this Section 2(cpro-rata basis will be a percentage where: (i) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36, and (ii) the numerator of which is the number of months from the Grant Date through the month of Early Termination, inclusive. For The Award will be paid by the Corporation to the Grantee no later than 30 days after the Vesting Date, subject to Section 2(e) of this Agreement. Notwithstanding the foregoing, in no event will a payment be provided to the Grantee unless and until the Grantee’s Retirement or termination not for Cause constitutes a “separation from service” for purposes of Treasury Regulation 1.409A-1(h) or successor guidance thereto. (c) In the event of a Change in Control of the Corporation prior to the payment of the Award, such payment will be made within 60 days after the date of the Change in Control. In such event, the Vesting Date will be the date of the Change in Control. (d) Notwithstanding the terms of Sections 2(a), 2(b) and 2(c), the Award will be forfeited in its entirety if prior to the Vesting Date: (i) the Grantee’s employment with one of the Corporation’s Subsidiaries is terminated for Cause, or if the Grantee terminates such employment prior to his or her Retirement; (ii) the Grantee becomes an employee of a Subsidiary that is not wholly-owned, directly or indirectly, by the Corporation; or (iii) the Grantee takes a leave of absence without reinstatement rights. (e) Notwithstanding the third sentence of Section 2(b) above, if the Grantee is a “specified employee” pursuant to Treasury Regulation 1.409A-1(i) or successor guidance thereto, any payment on account of his or her Retirement or termination not for Cause shall be delayed until following the earlier of: (i) the sixth month anniversary of the date of separation from employment due to Retirement or termination not for Cause or (ii) the date of the Grantee’s death. (f) To the extent the Award is otherwise payable pursuant to this Agreement and except as otherwise provided herein, such Award will be paid no later than 30 days after the PlanVesting Date; provided however, notwithstanding any provision in the LTIP to the contrary, in no event shall any such payment be made later than the end of the calendar year in which the Vesting Date occurs, or, if later, the term “Involuntary Termination” shall mean the termination 15th day of the Participant’s employment third month following the Vesting Date. (g) The Award shall be subject to the applicable federal, state, and local income and payroll taxes that are required to be withheld in connection with the payment of such Award. The Grantee shall timely pay to the Corporation any and all such taxes. The failure by the Company or an Affiliate, without Cause, and pursuant Grantee to pay timely such taxes will result in a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates withholding from any and all of their respective successors and assignssuch payments from the Corporation or any Subsidiary to the Grantee in order to satisfy such taxes.

Vesting and Distribution. (a) The RSUs shall vest, in fullas provided below, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) a cumulative basis provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions applicable vesting date: First Anniversary of Section 2(c) below, no vesting shall occur prior to the Vesting Date.Grant Date 33.3 % Second Anniversary of Grant Date 33.3 % Third Anniversary of Grant Date 33.4 % (b) There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date provided, that, no Termination has occurred prior to such date. (c) Subject to the provisions Section 2(d) of Section 2(c) belowthis Agreement, following the Vesting Dateapplicable vesting date, the Company shall distribute to the Participant, one share of Common Stock for with respect to each RSU granted hereunderthat vests on such date, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder each such RSU shall be deemed satisfied. (cd) Notwithstanding the foregoing provisions, upon the earliest earlier to occur of either: (i) a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Retirement, Disability or death, the number of RSUs determined by application death or (ii) a Change in Control of the fraction set forth herein Company, all RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change in Control, as applicable, in the manner described in Section 2(b2(c) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Company and the Participant agree that the Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. (a) The RSUs shall vest, in fullas provided below, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) a cumulative basis provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions applicable vesting date: First Anniversary of Section 2(c) below, no vesting shall occur prior to the Vesting Date.Grant Date 33.3 % Second Anniversary of Grant Date 33.3 % Third Anniversary of Grant Date 33.4 % (b) There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date provided, that, no Termination has occurred prior to such date. (c) Subject to the provisions Section 2(d) of Section 2(c) belowthis Agreement, following the Vesting Dateapplicable vesting date, the Company shall distribute to the Participant, one share of Common Stock for with respect to each RSU granted hereunderthat vests on such date, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder each such RSU shall be deemed satisfied. (cd) Notwithstanding the foregoing provisions, upon the earliest earlier to occur of either: (i) a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Retirement, Disability or death, the number of RSUs determined by application death of the fraction set forth herein Participant or (ii) a Change in Control of the Company, all RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change in Control, as applicable, in the manner described in Section 2(b2(c) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in forceforce (namely a collective dismissal or a dismissal due to extinction of labour position). The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. A. The Benefit shall vest according to the vesting schedule set forth in subparagraph B of this Paragraph 4. If the Executive shall be terminated by the Employer for Cause (a) The RSUs as hereinafter defined), the Executive shall vest, in full, on the third (3rd) anniversary not be entitled to receive any of the Grant Date (hereinafterBenefit. If the Executive is terminated by the Company for any reason other than for Cause, the “Vesting Date”) provided that Benefit shall immediately vest. If the Participant has not had a Termination at Executive terminates his employment for any time prior reason whatsoever before the Benefit fully vests (according to the Vesting Date. Subject vesting schedule set forth in subparagraph B of this Paragraph 4), the Executive shall only be entitled to a distribution of the amount of the Benefit that has vested as of the date of his separation from service. B. The Benefit shall vest as follows: (1) on December 31, 2007, 50% of all of the Benefit credited to the provisions Executive's account during the 2007 calendar year shall vest with the Executive; (2) on December 31, 2008, 75% of Section 2(c) below, no vesting shall occur prior all of the Benefit credited to the Vesting DateExecutive's account during the 2007 and 2008 calendar years shall vest with the Executive; (3) on December 31, 2009, 100% of the Benefit credited to the Executive's account during the 2007, 2008, and 2009 calendar years shall vest with the Executive; and (4) all of the Benefit credited to the Executive's account subsequent to December 31, 2009 shall immediately vest with the Executive. C. The term Cause shall mean: (b1) Subject to the provisions Executive's repeated violation of Section 2(c) below, following the Vesting Date, the Company shall distribute to the Participant, one share of Common Stock for each RSU granted hereunder, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all his obligations of the Company with respect to the RSUs granted hereunder shall be deemed satisfied. employment (c) Notwithstanding the foregoing provisions, upon the earliest to occur of a Termination of Employment by the Participant other than as a result of an Involuntary Termination incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that said violations are in the best interests of the Holding Company and the Company, and which are not remedied in a reasonable period of time after receipt of written notice from the Holding Company and/or the Company specifying such violations. In establishing a termination for cause under this subparagraph (1), it shall be incumbent upon the Holding Company or the Company to establish that the conduct constituted either (a) a violation of a written policy (including but not limited to a violation of paragraph 2, Confidential Information, of this Agreement) or (b) a violation of a prior oral or written communication to the Executive regarding the Executive's conduct or duties; or (2) the conviction of the Executive of a felony. D. The Executive shall be entitled to receive distribution of the Benefit upon the earlier of the following: (1) The death of the Executive; (2) The separation from service of the Executive; (3) A "change in the ownership" (as defined herein), Disability or death, the number of RSUs determined by application hereinafter defined) of the fraction set forth herein shall immediately become fully vested and shall be distributed to the Participant Holding Company; or (or, 4) A "change in the event effective control" (as hereinafter defined) of death, to his estatethe Holding Company; or (5) as soon as practicable but in any event no later than 90 days following such Termination A "change in the manner described in Section 2(b) above and otherwise in accordance with the terms ownership of a substantial portion of the Plan. The number assets" of the RSUs that shall fully vest pursuant to this Section 2(cHolding Company; or (6) The Executive becoming "disabled" (as hereinafter defined); or (7) The occurrence of an "unforeseeable emergency" (as hereinafter defmed). Together subparagraphs (3) through (5) shall be referred to as a "Change of Control". Together, subparagraphs (1) through (7) shall be referred to hereinafter as the product "Distribution Events", or singly, a "Distribution Event". E. For purposes of this Agreement, a "change in the ownership" of the Holding Company occurs on the date that any one person, or more than one person acting as a group (Aas such term is defined in Treas. Reg. § 1.409A-3(i)(5)(v)(B)) multiplied acquires ownership of stock of the Holding Company, that together with stock held by such person or group of persons, constitutes more than fifty percent (B50%) where (A) is of the total number fair market value or fifty percent (50%) of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number voting power of full calendar months the stock of employment the Holding Company. F. For purposes of this Agreement, a "change in the effective control" of the Holding Company occurs only on the date that either: (1) any one person, or directorship service more than one person acting as a group (as applicable) completed by the Participant with the Company such term is defined in Treas. Reg. § 1.409A-3(i)(5)(v)(B)), acquires (or an Affiliate) as has acquired during the 12-month period ending on the date of the Participant’s Termination and most recent acquisition by such person or persons) ownership of stock of the denominator Holding Company possessing thirty percent (30%) or more of which the total voting power of the stock of the Holding Company; or (2) a majority of members of the Holding Company's Board of Directors is 36replaced during a 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date of the appointment or election. G. For purposes of this Agreement, a "change in the ownership of a substantial portion of the assets" of the Holding Company occurs on the date that any one person, or more than one person acting as a group (as such term is defined in Treas. Reg. § 1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Holding Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all assets of the Holding Company immediately prior to such acquisition or acquisitions. For purposes of this Agreement and paragraph, gross fair market value means the Planvalue of the assets of the Holding Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. H. For purposes of this Agreement, the term “Involuntary Termination” shall mean the termination Executive is considered "disabled" if he or she meets one of the Participant’s employment following requirements: (1) The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. (2) The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for Executive's employer. I. For purposes of this Agreement, an "unforeseeable emergency" is a severe financial hardship of the Plan Executive resulting from an illness or accident of the Executive, the Executive's spouse, or the Executive's dependent; loss of the Executive's property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. A distribution on account of an unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from Insurance or otherwise, by liquidation of the Executive's assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under this Agreement. The Committee’s decision shall Distributions due to an unforeseeable emergency must be final and binding on limited to the Participant, amount reasonably necessary to satisfy the Company, its Affiliates and all of their respective successors and assignsemergency need.

Vesting and Distribution. (a) The RSUs shall vest, in fullas provided below, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) a cumulative basis provided that the Participant has not had a Termination at any time prior to the applicable vesting date: Vesting Date. Subject to the provisions Date Percentage Vested First Anniversary of Section 2(c) below, no vesting shall occur prior to the Vesting Date.Grant Date 33.3 % Second Anniversary of Grant Date 33.3 % Third Anniversary of Grant Date 33.4 % (b) There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date provided, that, no Termination has occurred prior to such date. (c) Subject to the provisions Section 2(d) of Section 2(c) belowthis Agreement, following the Vesting Dateapplicable vesting date, the Company shall distribute to the Participant, one share of Common Stock for with respect to each RSU granted hereunderthat vests on such date, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder each such RSU shall be deemed satisfied. (cd) Notwithstanding the foregoing provisions, upon the earliest earlier to occur of either: (i) a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Retirement, Disability or death, the number of RSUs determined by application death or (ii) a Change in Control of the fraction set forth herein Company, all RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change in Control, as applicable, in the manner described in Section 2(b2(c) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Company and the Participant agree that the Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. (a) The RSUs shall vest, in full, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions of Section 2(c) below, no vesting shall occur prior to the Vesting Date. (b) There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date provided, that, no Termination has occurred prior to such date. (c) Subject to the provisions Section 2(d) of Section 2(c) belowthis Agreement, following the Vesting Dateapplicable vesting date, the Company shall promptly distribute to the Participant, Participant one share of Common Stock for of the Company with respect to each RSU granted hereunderthat vests on such date (but in all events no later than 30 days after the vesting date), subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder each such RSU shall be deemed satisfied. (cd) Notwithstanding the foregoing provisions, upon the earliest earlier to occur of either: (i) subject to any requirement set forth in the Participant’s employment agreement to execute and not revoke a release of claims, a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Retirement, Disability (as defined in the Employment Agreement) or death, the number of RSUs determined by application death or (ii) a Change in Control of the fraction set forth herein Company, all unvested RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change in Control, as applicable, in the manner described in Section 2(b) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36above. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to Cause (as defined in the Employment Agreement) or a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether termination of the Participant’s employment has been terminated pursuant to an Involuntary Termination by the Participant for purposes of Good Reason (as defined in the Plan and this Employment Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns).

Vesting and Distribution. (a) The RSUs shall vest, in fullas provided below, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) a cumulative basis provided that the Participant has not had a Termination at any time prior to the Vesting Dateapplicable vesting date: First Anniversary of Grant Date 33.3 % Second Anniversary of Grant Date 33.3 % Third Anniversary of Grant Date 33.4 % There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date provided, that, no Termination has occurred prior to such date. Subject to the provisions Section 2(d) of Section 2(c) below, no vesting shall occur prior to the Vesting Date. (b) Subject to the provisions of Section 2(c) belowthis Agreement, following the Vesting Dateapplicable vesting date, the Company shall distribute to the Participant, one share of Common Stock for with respect to each RSU granted hereunderthat vests on such date, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder each such RSU shall be deemed satisfied. (c) . Notwithstanding the foregoing provisions, upon the earliest earlier to occur of either: (i) a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Disability or death, the number of RSUs determined by application death or (ii) a Change in Control of the fraction set forth herein Company, all RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change in Control, as applicable, in the manner described in Section 2(b2(c) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. (a) The RSUs Award shall vest, in full, on the third (3rd) anniversary not be vested as of the Grant Award Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior and shall be forfeitable unless and until otherwise vested pursuant to the Vesting Date. Subject to the provisions terms of Section 2(c) below, no vesting shall occur prior to the Vesting Datethis Agreement. (b) Subject The Restricted Stock Units issued hereby shall be subject to the restrictions on transfer as set forth in this Agreement (referred to as the “Forfeiture Restrictions”). The provisions of Section 2(cthe Plan relating to the restrictions on transfers of Restricted Stock Units, including all amendments, revisions and modifications thereto as may hereafter be adopted, are hereby incorporated in this Agreement as if set forth in full herein. Unless and until the Forfeiture Restrictions have lapsed, the Restricted Stock Units shall be unvested and subject to forfeiture hereunder (“Unvested Units”). (c) belowIn the event Employee ceases to be an employee of the Company or any of its Related Companies for any reason other than as a result of death or Disability or an involuntary termination without Cause, following Employee shall, for no consideration, forfeit and surrender to the Vesting Company the Restricted LEGAL_US_W # 91675475.12 Restricted Stock Unit Agreement Stock Units that are subject to the Forfeiture Restrictions effected as of the date the Employee’s employment with the Company or Related Company terminates. Schedule B of the Plan, which is incorporated herein by this reference, establishes the effects on this Award of other changes to the Employee’s employment status with the Company or Related Company; the Employee’s employer; and the Company’s ownership interest in Employee’s employer. Notwithstanding anything in this Agreement or Schedule B of the Plan to the contrary, if Employee’s employment with the Company or any Related Company is involuntarily terminated by the Company or such Related Company for any reason other than Cause, death, or Disability: (i) before November 29, 2018, the Restricted Stock Units immediately will become 50% vested; or (ii) on or after November 29, 2018 but before November 29, 2021, the Restricted Stock Units immediately will become 100% vested. (d) After the Award Date, the Restricted Stock Units will become twenty-five percent (25%) vested on November 29, 2018, twenty-five percent (25%) vested on November 29, 2019, twenty-five percent (25%) vested on November 29, 2020, and the remaining twenty-five percent (25%) vested (collectively referred to as “Vested Units”) on November 29, 2021 (each vesting of Restricted Stock Units is a “Maturity Date”), provided that Employee remains continuously employed by the Company or Related Company through such Maturity Date. (e) Except as set forth herein and in the Plan (including Schedule B thereof the terms of which shall distribute apply to the ParticipantAward), Employee has no rights, partial or otherwise in the Award and/or any shares of Xxxxxx Common Stock subject thereto unless and until the Award has been vested pursuant to this Section 2. (f) Each Vested Unit shall be settled by the delivery of one share of Common Stock for each RSU granted hereunder, (subject to such share adjustment as may be required under Article IV of the Plan), unless the Committee elects to settle the Vested Unit in another form of consideration of equivalent value (as determined by the Committee in its sole discretion) in connection with or following a Change in Control. Upon such delivery of shares of Common Stock, all obligations of If the Company Employee has not made any EDP Deferral Election with respect to the RSUs granted hereunder shall be deemed satisfied. (c) Notwithstanding the foregoing provisionsRestricted Stock Units that become vested, upon the earliest to settlement will occur of a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Disability or death, the number of RSUs determined by application of the fraction set forth herein shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination in passage of each Maturity Date (or, if earlier, the manner described in Section 2(b) above and otherwise in accordance with date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof, or Section 2(c) above). The number If the Employee has made an EDP Deferral Election, deferred Vested Units shall be settled as soon as practicable following the date elected on the Employee’s operative EDP Deferral Election or other settlement date set forth under the terms of the RSUs that EDP. In any event, no fractional shares shall fully vest be issued pursuant to this Section 2(cAgreement. (g) shall Neither the Award, nor any interest therein nor any shares of Xxxxxx Common Stock payable in respect thereof may be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fractionsold, the numerator of which shall be the total number of full calendar months of employment assigned, transferred, pledged or directorship service (as applicable) completed by the Participant with the Company (otherwise disposed of, alienated or an Affiliate) as of the Participant’s Termination and the denominator of which is 36encumbered, either voluntarily or involuntarily. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this LEGAL_US_W # 91675475.12 Xxxxxx Engineering Group Inc. Exhibit 10.6 Restricted Stock Unit Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. (a) The RSUs shall vest, in full, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions of Section 2(c) below, no vesting shall occur prior to the Vesting Date. (b) Subject to the provisions of Section 2(c) below, following the Vesting Date, the Company shall distribute to the Participant, one share of Common Stock for each RSU granted hereunder, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder shall be deemed satisfied. (c) Notwithstanding the foregoing provisions, upon the earliest to occur of a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Disability or death, the number of RSUs determined by application of the fraction set forth herein shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination in the manner described in Section 2(b) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.term

Vesting and Distribution. (a) The RSUs shall vest, in fullas provided below, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) a cumulative basis provided that the Participant has not had a Termination at any time prior to the applicable vesting date: Vesting Date. Subject Date Percentage Vested2 First Anniversary of Grant Date 33.3% Second Anniversary of Grant Date 33.3% Third Anniversary of Grant Date 33.4% 1 This form of Restricted Stock Unit Agreement (“RSU Agreement”) relates to the provisions of Section 2(c) below, no vesting shall occur prior RSU Agreements used pursuant to the Vesting 2006 Stock Incentive Plan for participants in each of Belgium, China, France, the Netherlands, Portugal, the United Kingdom and the United States. 2 The RSU Agreement for US employees who are not members of Management Committee provides for vesting of 0%, 0% and 100% on the first, second and third anniversaries of the Grant Date, respectively. (b) There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date provided, that, no Termination has occurred prior to such date. (c) Subject to the provisions Section 2(d) of Section 2(c) belowthis Agreement, following the Vesting Dateapplicable vesting date, the Company shall distribute to the Participant, one share of Common Stock for with respect to each RSU granted hereunderthat vests on such date, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder each such RSU shall be deemed satisfied. (cd) Notwithstanding the foregoing provisions, upon the earliest earlier to occur of either: (i) a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Retirement, Disability or death, the number of RSUs determined by application death or (ii) a Change in Control of the fraction set forth herein Company, all RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change in Control, as applicable, in the manner described in Section 2(b2(c) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. (a) The RSUs shall vest, in full, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions of Section 2(c) below, no vesting shall occur prior to the Vesting Date. (b) There shall be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the appropriate Vesting Date; provided, that, no Termination has occurred prior to such date. (c) Subject to the provisions of Section 2(c2(d) below, following the Vesting Date, the Company shall promptly distribute to the Participant, one share of Common Stock for of the Company with respect to each RSU granted hereunderthat vests on such date (but in all events no later than 30 days after the Vesting Date), subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder each such RSU shall be deemed satisfied. (cd) Notwithstanding the foregoing provisions, upon the earliest earlier to occur of either (i) subject to any requirement set forth in the Participant’s Employment Agreement to execute and not revoke a release of claims, a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Retirement, Disability (as defined in the Employment Agreement) or death, the number of RSUs determined by application death or (ii) a Change in Control of the fraction set forth herein Company, all unvested RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change In Control, as applicable, in the manner described in Section 2(b) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36above. For the purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment Employment Agreement by the Company or an Affiliate, without Cause, and pursuant to Cause (as defined in the Employment Agreement) or a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether termination of the Participant’s employment has been terminated pursuant to an Involuntary Termination by the Participant for purposes of Good Reason (as defined in the Plan and this Employment Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns).

Vesting and Distribution. (a) The RSUs shall vest, in full, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions of Section 2(c) below, no vesting shall occur prior to the Vesting Date. (b) Subject to the provisions of Section 2(c) below, following the Vesting Date, the Company shall distribute to the Participant, one share of Common Stock for each RSU granted hereunder, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder shall be deemed satisfied. (c) Notwithstanding the foregoing provisions, upon the earliest to occur of a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Disability or death, the number of RSUs determined by application of the fraction set forth herein shall immediately become fully vested and shall be distributed to the Participant (or, in 1 This form of Restricted Stock Unit Agreement (“RSU Agreement”) relates to the RSU Agreements used pursuant to the 2006 Stock Incentive Plan for participants in each of Belgium, China, France, the Netherlands, Portugal, the United Kingdom and the United States. the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination in the manner described in Section 2(b) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.