Common use of Vesting and Distribution Clause in Contracts

Vesting and Distribution. The Award will vest, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement. (a) In the event the Grantee’s employment with one of the Corporation’s Subsidiaries is terminated prior to the end of the measurement period set forth in Schedule A (the “Measurement Period”) due to the Grantee’s death, Disability, Retirement or termination not for Cause (each an “Early Termination”), subject to the second paragraph of Section 4, the Award will vest, if at all, on a pro-rata basis and will be paid to the Grantee (or, in the event of the Grantee’s death, the Grantee’s designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Grantee’s estate). The pro-rata basis will be a percentage where: (i) the denominator of which is 36, and (ii) the numerator of which is the number of months from January 1, 2010 through the month of Early Termination, inclusive. The pro-rata Award will be paid by the Corporation to the Grantee no later than 30 days after the Vesting Date, subject to Section 2(d) 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. (b) 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 of the date of the Change in Control. In such event, the Vesting Date will be the date of the Change in Control. (c) Notwithstanding the terms of Sections 2(a) and 2(b), 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) if the Grantee begins a leave of absence without reinstatement rights. (d) Notwithstanding the third sentence of Section 2(a) 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. (e) 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 Vesting Date; provided, however, in no event shall any such payment be made later than the 15th day of the third month of the calendar year immediately following the calendar year in which the Vesting Date occurs. (f) 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 Grantee to pay timely such taxes will result in a withholding from any and all such payments from the Corporation or any Subsidiary to the Grantee in order to satisfy such taxes.

Vesting and Distribution. (a) The Award will vest, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement. (ab) In the event the GranteeEmployee’s employment with one of the Corporation’s Subsidiaries is terminated prior to the end of the measurement period set forth in Schedule A (the “Measurement Period”) due to the Grantee’s his or her death, Disability, Retirement (subject to the second paragraph of Section 4) or termination not for Cause (each an “Early Termination”), subject to the second paragraph of Section 4, the Award will vest, if at all, on a pro-rata basis and will be paid to the Grantee Employee (or, in the event of the GranteeEmployee’s death, the GranteeEmployee’s designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the GranteeEmployee’s estate). The pro-rata basis will be a percentage where: (i) the denominator of which is 36, and (ii) the numerator of which is the number of months from January 1, 2010 2009 through the month of Early Termination, inclusive. The cash and/or Common Stock subject to this pro-rata Award will be paid by the Corporation to the Grantee no later than 30 days after Recipient at the Vesting Datesame 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(d2(f) of this Agreement. Notwithstanding the foregoing, in no event will a payment be provided to the Grantee Employee unless and until the GranteeEmployee’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. (bc) 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 18, 2012, the Award shall be forfeited in its entirety. (d) If, prior to April 18, 2012, 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 vesting date will be the date of the Change in Control. (c) Notwithstanding the terms of Sections 2(a) and 2(b), 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) if the Grantee begins a leave of absence without reinstatement rights. (df) Notwithstanding the third sentence of Section 2(a2(b) above, if the Grantee Employee 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 not be delayed paid 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 GranteeEmployee’s death. (eg) To the extent the Cash Award and/or Stock Distribution subject to the Award is otherwise payable pursuant to this Agreement and except as otherwise provided herein, such Cash Award and/or Stock Distribution will be paid no later than 30 days after on the Vesting applicable dates and events specified herein (each a “Payment Date”); provided, however, in no event shall any such payment be made later than the 15th day of the third month of the calendar year immediately following the calendar year in which the Vesting Payment Date occurs. (f) 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 Grantee to pay timely such taxes will result in a withholding from any and all such payments from the Corporation or any Subsidiary to the Grantee in order to satisfy such taxes.

Vesting and Distribution. The Award will vest, if at all, in accordance with Schedule Athe following terms and conditions: (a) If the Employee is on the payroll of a Subsidiary that is wholly-owned, attached hereto and made a part directly or indirectly, by the Corporation as of this Agreementthe Vesting Date, the Shares covered by the Award will be paid by the Corporation to the Employee on or about the Vesting Date. (ab) In the event the Grantee’s employment with one of the Corporation’s Subsidiaries is terminated prior to the end of the measurement period set forth in Schedule A (the “Measurement Period”) Vesting Date due to the Grantee’s death, Disability, Retirement or termination not for Cause (each an “Early Termination”), subject to the second paragraph of Section 4, the Award will vest, if at all, on a pro-rata basis and will be paid to the Grantee (or, in the event of the Grantee’s death, the Grantee’s designated beneficiary for the purposes of the Award, or in the absence of an effective beneficiary designation, the Grantee’s estate). The pro-rata basis will be a percentage where: (i) the denominator of which is 36, and (ii) the numerator of which is the number of months from January 1, 2010 the Grant Date through the month of Early Termination, inclusive. The pro-rata Award will be paid by the Corporation to the Grantee no later than 30 days after the Vesting Date, subject to Section 2(d2(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. (bc) 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 of the date of the Change in Control. In such event, the Vesting Date will be the date of the Change in Control. (cd) Notwithstanding the terms of Sections 2(a), 2(b) and 2(b2(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) if the Grantee begins takes a leave of absence without reinstatement rights, unless otherwise agreed in writing between the Corporation (or a Subsidiary or Affiliate thereof) and the Grantee. (de) Notwithstanding the third sentence of Section 2(a2(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. (ef) 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 Vesting Datedate; provided, provided however, in no event shall any such payment be made later than the 15th day of the third month of the calendar year immediately following the calendar year in which the Vesting Date occurs. (fg) The Award shall be subject to the applicable federal, state 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 Grantee to pay timely such taxes will result in a withholding from any and all such payments from the Corporation or any Subsidiary to the Grantee in order to satisfy such taxes.

Vesting and Distribution. The Award will vest, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement. (a) In the event the Grantee’s employment with one of the Corporation’s Subsidiaries is terminated prior to the end of the measurement period set forth in Schedule A (the “Measurement Period”) due to the Grantee’s death, Disability, Retirement or termination not for Cause (each an “Early Termination”), subject to the second paragraph of Section 4, the Award will vest, if at all, on a pro-rata basis and will be paid to the Grantee (or, in the event of the Grantee’s death, the Grantee’s designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Grantee’s estate). The pro-rata basis will be a percentage where: (i) the denominator of which is 36, and (ii) the numerator of which is the number of months from January 1, 2010 2011 through the month of Early Termination, inclusive. The pro-rata Award will be paid by the Corporation to the Grantee no later than 30 days after the Vesting Date, subject to Section 2(d) 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. (b) 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 of after the date of the Change in Control. In such event, the Vesting Date will be the date of the Change in Control. (c) Notwithstanding the terms of Sections 2(a) and 2(b), 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) if the Grantee begins a leave of absence without reinstatement rights. (d) Notwithstanding the third sentence of Section 2(a) 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. (e) 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 Vesting Date; provided, however, notwithstanding any provision in the LTIP or the Plan to the contrary, in no event shall any such payment be made later than the 15th day end of the third month of the calendar year immediately following the calendar year in which the Vesting Date occurs, or, if later, the 15th day of the third month following the Vesting Date. (f) 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 Grantee to pay timely such taxes will result in a withholding from any and all such payments from the Corporation or any Subsidiary to the Grantee in order to satisfy such taxes.

Vesting and Distribution. (a) The Award will vest, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement. (ab) In the event the Grantee’s Employee's employment with one of the Corporation’s 's Subsidiaries is terminated prior to the end of the measurement period set forth in Schedule A (the “"Measurement Period”") due to the Grantee’s his or her death, DisabilityDisability (as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code")), Retirement (subject to the second paragraph of Section 4) or termination not for Cause (each an “"Early Termination”"), subject to the second paragraph of Section 4, the Award will vest, if at all, on a pro-rata basis and will be paid to the Grantee Employee (or, in the event of the Grantee’s Employee's death, the Grantee’s Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Grantee’s Employee's estate). The pro-rata basis will be a percentage where: (i) the denominator of which is 36, and (ii) the numerator of which is the number of months from January 1, 2010 2007 through the month of Early Termination, inclusive. The cash and/or Common Stock subject to this pro-rata Award will be paid by the Corporation to the Grantee no later than 30 days after Recipient at the Vesting Datesame 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(d2(f) of this Agreement. Notwithstanding the foregoing, in no event will a payment be provided to the Grantee Employee unless and until the Grantee’s 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. (bc) 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 21, 2010, the Award shall be forfeited in its entirety. (d) If, prior to April 21, 2010, 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 vesting date will be the date of the Change in Control. (c) Notwithstanding the terms . The term "Change in Control" is defined for purposes of Sections 2(a) and 2(b), 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) if the Grantee begins a leave of absence without reinstatement rights. (d) Notwithstanding the third sentence of Section 2(a) 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. (e) 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 Vesting Date; provided, however, in no event shall any such payment be made later than the 15th day of the third month of the calendar year immediately following the calendar year in which the Vesting Date occursSection 7. (f) 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 Grantee to pay timely such taxes will result in a withholding from any and all such payments from the Corporation or any Subsidiary to the Grantee in order to satisfy such taxes.