Common use of Vesting and Distribution Clause in Contracts

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share (as defined herein) from fiscal year 2016 to fiscal year 2017; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 2017 and 2018 as compared to fiscal year 2016 minus (B) the amount determined pursuant to paragraph 2(b)(1) above; plus 3. An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 2017, 2018, and 2019 as compared to fiscal year 2016 minus (B) the amount determined pursuant to paragraphs 2(b)(1) and 2(b)(2) above. The Earnings Per Share Growth Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average growth in the Company's Earnings Per Share over the indicated fiscal periods: From Fiscal Year 2016 to Fiscal Year 2017 Less than 0% 0 2.3% 100% 4.3% 200% From Fiscal Year 2016 to Fiscal Year 2018 Less than 2.1% 0 4.1% 100% 6.1% 200% From Fiscal Year 2016 to Fiscal Year 2019 Less than 3.6% 0 5.6% 100%

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share (as defined herein) from fiscal year 2016 2019 to fiscal year 20172020; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 2017 2021 and 2018 as 2020 compared to the respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraph Section 2(b)(1) above; plus 3. An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 20172020, 20182021, Xxxxxx Engineering Group Inc. Restricted Stock Unit Agreement-EPS and 2019 2022 as compared to each respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraphs Sections 2(b)(1) and 2(b)(2) above. The Earnings Per Share Growth Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average growth in the Company's Earnings Per Share over the indicated fiscal periods: From Fiscal Year 2016 2019 to Fiscal Year 2017 Less than 0% 0 2.3% 100% 4.3% 200% 2020 From Fiscal Year 2016 2019 to Fiscal Year 2018 Less than 2.1% 0 4.1% 100% 6.1% 200% 2021 From Fiscal Year 2016 2019 to Fiscal Year 2019 Less than 3.6% 0 5.6% 100%2022

Vesting and Distribution. (a) a. The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) b. The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share (as defined herein) from in fiscal year 2016 to fiscal year 201720__; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in of the Company's Earnings Per Share in fiscal years 2017 20__ and 2018 as 20__ compared to the respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraph Section 2(b)(1) above; plus 3. An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in of the Company's Earnings Per Share in fiscal years 201720__, 201820__, and 2019 20__ as compared to each respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraphs Sections 2(b)(1) and 2(b)(2) above. The Earnings Per Share Growth Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average growth in of the Company's Earnings Per Share over the indicated fiscal periods: Fiscal Year 20__ From Fiscal Year 2016 20__ to Fiscal Year 2017 Less than 0% 0 2.3% 100% 4.3% 200% 20__ From Fiscal Year 2016 20__ to Fiscal Year 2018 Less 20__ The Earnings Per Share Performance Multiplier will be determined using straight-line interpolation based on the actual average Earnings Per Share other than 2.1% 0 4.1% 100% 6.1% 200% From Fiscal Year 2016 to Fiscal Year 2019 Less than 3.6% 0 5.6% 100%those listed in the charts above.

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's ’s Earnings Per Share (as defined herein) from in fiscal year 2016 to fiscal year 2017; [20__]; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in of the Company's ’s Earnings Per Share in fiscal years 2017 20__ and 2018 as 20__ compared to Xxxxxx Solutions Inc. Restricted Stock Unit Agreement-EPS the respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraph Section 2(b)(1) above; above; plus 3. An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in of the Company's ’s Earnings Per r Share in fiscal years 201720__, 201820__, and 2019 20__ as compared to each respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraphs Sections 2(b)(1) and 2(b)(2) above. The Earnings Per Share Growth Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average growth in of the Company's ’s Earnings Per Share over the indicated fiscal periods: Fiscal Year 20__ From Fiscal Year 2016 20__ to Fiscal Year 2017 Less than 0% 0 2.3% 100% 4.3% 200% 20__ From Fiscal Year 2016 20__ to Fiscal Year 2018 Less 20__ The Earnings Per Share Performance Multiplier will be determined using straight-line interpolation based on the actual average Earnings Per Share other than 2.1% 0 4.1% 100% 6.1% 200% From Fiscal Year 2016 to Fiscal Year 2019 Less than 3.6% 0 5.6% 100%those listed in the charts above. Xxxxxx Solutions Inc. Restricted Stock Unit Agreement-EPS

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share (as defined herein) from fiscal year 2016 2017 to fiscal year 20172018; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 2017 2018 and 2018 2019 as compared to fiscal year 2016 2017 minus (B) the amount determined pursuant to paragraph Section 2(b)(1) above; plusplus LEGAL_US_W # 91675476.11 Xxxxxx Engineering Group Inc. Exhibit 10.4 Restricted Stock Unit Agreement 3. An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 2017, 2018, 2019, and 2019 2020 as compared to fiscal year 2016 2017 minus (B) the amount determined pursuant to paragraphs Sections 2(b)(1) and 2(b)(2) above. The Earnings Per Share Growth Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average growth in the Company's Earnings Per Share over the indicated fiscal periods: From Fiscal Year 2016 to Fiscal Year 2017 Less than 0% 0 2.3% 100% 4.3% 200% From Fiscal Year 2016 to Fiscal Year 2018 Less than 2.1% 0 4.1% 100% 6.1% 200% From Fiscal Year 2016 2017 to Fiscal Year 2019 Less From Fiscal Year 2017 to Fiscal Year 2020 The Earnings Per Share Growth Performance Multiplier will be determined using straight-line interpolation based on the actual average growth in Earnings Per Share other than 3.6% 0 5.6% 100%those listed in the charts above.

Vesting and Distribution. (a) a. The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) b. The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth ROIC Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth ROIC Restricted Stock Units multiplied by the Earnings Per Share Growth ROIC Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share ROIC (as defined herein) from in fiscal year 2016 to fiscal year 201720__; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth ROIC Restricted Stock Units multiplied by the Earnings Per Share Growth ROIC Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share ROIC in fiscal years 2017 20__ and 2018 as compared to fiscal year 2016 20__ minus (B) the amount determined pursuant to paragraph Section 2(b)(1) above; plus 3. An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth ROIC Restricted Stock Units multiplied by the Earnings Per Share Growth ROIC Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share ROIC in fiscal years 201720__, 201820__, and 2019 as compared to fiscal year 2016 20__ minus (B) the amount determined pursuant to paragraphs 2(b)(1) and Sections 2(b)(1)and 2(b)(2) above. The Earnings Per Share Growth ROIC Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average growth in the Company's Earnings Per Share ROIC over the indicated fiscal periods: From Fiscal Year 2016 to 20__ Fiscal Year 2017 Less than 0% 0 2.3% 100% 4.3% 200% From 20__ and Fiscal Year 2016 to 20__ Fiscal Year 2018 Less than 2.1% 0 4.1% 100% 6.1% 200% From 20__, Fiscal Year 2016 to 20__ and Fiscal Year 2019 Less 20__ The ROIC Performance Multiplier will be determined using straight-line interpolation based on the actual average ROIC other than 3.6% 0 5.6% 100%those listed in the charts above. For purposes of this Section 2(b), the “Return on Invested Capital” for any fiscal period is computed by dividing Adjusted Net Earnings by the Average of Beginning and Ending Invested Capital during the period, and where invested capital is the sum of equity plus long term debt less cash and cash equivalents. Adjusted Net Earnings means the Net Earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with accounting principles generally accepted in the United States (“GAAP”) (A) as may be adjusted to eliminate the effects of (i) costs associated with restructuring activities, as determined in accordance with GAAP, regardless of whether the Company discloses publicly the amount of such restructuring costs or the fact that the Company engaged in restructuring activities during the periods restructuring costs were incurred; and (ii) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and all subsequent periods (i.e., there will be no retroactive application of this adjustment); and (B) as adjusted for all gains or losses associated with events or transactions that the Committee has made a finding are unusual in nature, infrequently occurring and otherwise not indicative of the Company’s normal operations, and therefore, not indicative of the underlying Company performance. For purposes of this part (B), such events or transactions could include: (i) settlements of claims and litigation; (ii) disposals of operations including a disposition of a significant amount of the Company’s assets; (iii) losses on sales of investments; (iv) changes in laws and/or regulations; and (v) natural disasters, epidemics, pandemics or other acts of God.

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share (as defined herein) from in fiscal year 2016 to fiscal year 20172022; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Xxxxxx Engineering Group Inc. Restricted Stock Unit Agreement-EPS Share Growth Performance Multiplier determined based upon the average growth in of the Company's Earnings Per Share in fiscal years 2017 20__ and 2018 as 20__ compared to the respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraph Section 2(b)(1) above; plus 3. An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in of the Company's Earnings Per Share in fiscal years 201720__, 201820__, and 2019 20__ as compared to each respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraphs Sections 2(b)(1) and 2(b)(2) above. The Earnings Per Share Growth Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average growth in of the Company's Earnings Per Share over the indicated fiscal periods: Fiscal Year 20__ From Fiscal Year 2016 20__ to Fiscal Year 2017 Less than 0% 0 2.3% 100% 4.3% 200% 20__ From Fiscal Year 2016 20__ to Fiscal Year 2018 Less 20__ Xxxxxx Engineering Group Inc. Restricted Stock Unit Agreement-EPS The Earnings Per Share Performance Multiplier will be determined using straight-line interpolation based on the actual average Earnings Per Share other than 2.1% 0 4.1% 100% 6.1% 200% From Fiscal Year 2016 to Fiscal Year 2019 Less than 3.6% 0 5.6% 100%those listed in the charts above.

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share (as defined herein) from fiscal year 2016 2018 to fiscal year 20172019; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal Xxxxxx Engineering Group Inc. Restricted Stock Unit Agreement years 2017 2020 and 2018 as 2019 compared to the respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraph Section 2(b)(1) above; plus 3. An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 20172019, 20182020, and 2019 2021 as compared to each respective prior fiscal year 2016 minus (B) the amount determined pursuant to paragraphs Sections 2(b)(1) and 2(b)(2) above. The Earnings Per Share Growth Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average growth in the Company's Earnings Per Share over the indicated fiscal periods: From Fiscal Year 2016 to Fiscal Year 2017 Less than 0% 0 2.3% 100% 4.3% 200% From Fiscal Year 2016 to Fiscal Year 2018 Less than 2.1% 0 4.1% 100% 6.1% 200% From Fiscal Year 2016 to Fiscal Year 2019 Less than 3.6% 0 5.6% 100%From Fiscal Year 2018 to Fiscal Year 2020 From Fiscal Year 2018 to Fiscal Year 2021