Common use of Vesting and Forfeiture of Restricted Shares Clause in Contracts

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with Section 6, the Grantee will become vested as to that number of each type of Restricted Shares (if any) subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case, rounded down to the nearest whole number of such type of Restricted Shares) on each of the dates indicated on Schedule I hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries from the date of this Agreement through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (b) in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date. Unless otherwise determined by the Plan Administrator in its sole discretion, Retained Distributions will be subject to the same vesting and forfeiture conditions that are applicable to the Restricted Shares to which such Retained Distributions relate.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with Section 6, the Grantee will become vested as to that number of each type of Restricted Shares (if any) subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case, rounded down to the nearest whole number of such type of Restricted Shares) on each of the dates indicated on Schedule I hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries providing services as a Nonemployee Director from the date of this Agreement through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (b) in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date. Unless otherwise determined by the Plan Administrator Board in its sole discretion, Retained Distributions will be subject to the same vesting and forfeiture conditions that are applicable to the Restricted Shares to which such Retained Distributions relate.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with Section 6, the Grantee will become vested as to that number of each type of Restricted Shares (if any) subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I 1 hereto (the “Vesting Percentage”) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case, rounded down to the nearest whole number of such type of Restricted Shares) on each of the dates indicated on Schedule I 1 hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries from the date of this Agreement through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (b) in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date. Unless otherwise determined by the Plan Administrator Committee in its sole discretion, Retained Distributions will be subject to the same vesting and forfeiture conditions that are applicable to the Restricted Shares to which such Retained Distributions relate.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting All Restricted Shares shall be unvested unless and until they become vested and nonforfeitable in accordance with Section 6, the Grantee will become vested as to that number of each type of Restricted Shares (if any) subject to this Agreement that is equal Paragraph 1. Subject to the fraction or percentage set forth on Schedule I hereto terms and conditions of this Award Agreement and the Plan, one-third (the “Vesting Percentage”1/3) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case, rounded down to the nearest whole number of such type of Restricted Shares) awarded hereunder shall vest on each of the dates indicated on Schedule I hereto first, second and third anniversary of the Grant Date (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to , provided that the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been Participant is continuously employed by the Company or its Subsidiaries from a Subsidiary through the date of this Agreement through such date, or, if applicable Vesting Date. Notwithstanding the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date foregoing: (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (ba) in the event that (i) either (1) the Participant satisfies the requirements for Retirement or Total Disability (each as defined below) or (2) a tax withholding obligation is incurred under local law with respect to any of the Restricted Shares, in either case, prior to the Vesting Date with respect to such Restricted Shares (the date on which vesting would otherwise occur is a Saturday, Sunday the requirements of clause (i)(1) or a holiday, such vesting will instead occur (i)(2) are satisfied being referred to herein as the “Tax Vesting Date”) and (ii) the Participant elects to satisfy the tax withholding obligation arising on the business day next following such date. Unless otherwise Tax Vesting Date pursuant to subparagraph 3(c) of this Award Agreement, then, on the Tax Vesting Date, that number of Restricted Shares having a Fair Market Value (determined by as of the Plan Administrator in its sole discretion, Retained Distributions will be subject Tax Vesting Date) equal to the same vesting amount of taxes required to be withheld pursuant to the provisions of subparagraph 3(c) with respect to all Restricted Shares for which the Vesting Date has not occurred prior to the Tax Vesting Date shall become vested and forfeiture conditions the Tax Vesting Date shall be treated as the “Vesting Date” with respect to such shares; and (b) if the Participant's Termination Date occurs by reason of Total Disability, Retirement or death, any unvested Restricted Shares that are applicable to outstanding on the Restricted Shares to which such Retained Distributions relateTermination Date shall vest immediately on the Termination Date and the Termination Date shall be the “Vesting Date” for purposes of this Award Agreement.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting (a) The Restricted Shares shall vest incrementally in accordance with Section 6three cumulative annual installments, as follows: (i) one-third of the Restricted Shares shall vest upon the completion of the service period which commences on the Grant Date and ends on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Shares shall vest upon the completion of the service period which commences on the first anniversary of the Grant Date and ends on the second anniversary of the Grant Date; and (iii) all remaining Restricted Shares shall vest upon the completion of the service period which commences on the second anniversary of the Grant Date and ends on the third anniversary of the Grant Date; (1) For any remaining incremental portion of the award which has not yet vested, the Grantee will become vested as shareholder-approved performance condition is established by the Committee in writing no later than 90 days after the commencement of the remaining incremental vesting service period(s) to that number which such performance condition relates, (2) such performance criteria shall be objective and shall otherwise be consistent with the requirements for establishment of each type of Restricted Shares (if any) subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”performance criteria under Section 162(m) of the total number Code and contained in the Plan, and (3) the establishment of any such performance condition shall not in any way increase the value of this award or in any other way alter or amend the other terms or conditions of this award. (b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the events set out below: (i) termination of the Participant’s Employment due to death; (ii) termination of the Participant’s Employment due to Mandatory Retirement; or (iii) Participant’s Qualified Termination provided that as of such type of Restricted Shares that are subject to this Agreement (Qualified Termination the Participant has been in each case, rounded down to continuous Employment since the nearest whole number of such type of Restricted Shares) on each of the dates indicated on Schedule I hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Grant Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, provision in subparagraph (a) the Grantee will not vest, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries from the date of this Agreement through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6b)(ii), and (b) in the event that any date on which vesting would otherwise occur portion of the award becomes subject to performance conditions as set forth in subparagraph (a) above, any Participant who terminates Employment due to Mandatory Retirement before an established performance condition is a Saturdaysatisfied, Sunday or a holiday, will be deemed to have met the service requirement for such vesting award and will instead occur on vest at the business day next following such date. Unless otherwise expiration of the performance period only to the extent that it is determined and certified by the Plan Administrator in its sole discretion, Retained Distributions will be subject to Committee that the same vesting and forfeiture performance conditions that are applicable to the Restricted Shares to which such Retained Distributions relatehave been met.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with Section 6, the Grantee will become vested as to that number of each type of (a) The Restricted Shares shall vest incrementally in three cumulative annual installments, as follows: (if anyi) subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) one-third of the total number Restricted Shares shall vest upon the completion of such type the service period which commences on the Grant Date and ends on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Shares shall vest upon the completion of the service period which commences on the first anniversary of the Grant Date and ends on the second anniversary of the Grant Date; and (iii) all remaining Restricted Shares shall vest upon the completion of the service period which commences on the second anniversary of the Grant Date and ends on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the completion of the service period as listed above for each annual installment in order for the Restricted Shares for each annual installment to vest, and any performance conditions as described in this paragraph below must be met. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than death or Mandatory Retirement, any Restricted Shares that are subject to this Agreement (in each case, rounded down have not vested as of the date of such termination of Employment shall be forfeited to the nearest whole number of such type of Corporation. (b) The Restricted Shares) on each Shares shall immediately vest in full, irrespective of the dates indicated on Schedule I hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, limitations set forth in subparagraph (a) of this Paragraph 2, upon the Grantee will not vest, pursuant events set out below: (i) termination of the Participant’s Employment due to this Section 5, in Restricted Shares as death; (ii) termination of the Participant’s Employment due to which the Grantee would otherwise vest Mandatory Retirement; or (iii) Participant’s Qualified Termination provided that as of a given date if such Qualified Termination the Grantee Participant has not been continuously employed by in continuous Employment since the Company or its Subsidiaries from the date of this Agreement through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (b) in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date. Unless otherwise determined by the Plan Administrator in its sole discretion, Retained Distributions will be subject to the same vesting and forfeiture conditions that are applicable to the Restricted Shares to which such Retained Distributions relateGrant Date.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with Section 6, the Grantee will become vested as to that number of each type of Restricted Shares (if any) subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case, rounded down to the nearest whole number of such type of Restricted Shares) on each of the dates indicated on Schedule I hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5, in The Restricted Shares as to which shall vest on the Grantee would otherwise vest as third anniversary of a given date if the Grantee has not been continuously employed by Grant Date; provided, however, that the Company or its Subsidiaries Participant must be in continuous Employment from the date of this Agreement Grant Date through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (b) date in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date. Unless otherwise determined by the Plan Administrator in its sole discretion, Retained Distributions will be subject to the same vesting and forfeiture conditions that are applicable to order for the Restricted Shares to which vest. Subject to Sections 2(b) and 2(c), if the Participant’s Employment is terminated for any reason other than death, any Restricted Shares that have not vested as of the date of such Retained Distributions relatetermination of Employment shall be forfeited to the Corporation. (b) Irrespective of the limitations set forth in subsection (a) above, the Restricted Shares shall immediately vest in full upon: (i) Participant’s termination of Employment due to death; or (ii) a Change in Control of the Corporation, provided that as of such Change in Control the Participant has been in continuous Employment since the Grant Date. (c) Irrespective of the limitations set forth in subsection (a) above, upon either the Participant’s termination of Employment for Good Reason or the Corporation’s independent and unilateral termination of Employment of the Participant without Cause (other than due to the Participant’s implicit or explicit request) where the Participant was willing and able to continue his Employment: (i) before the first anniversary of the Grant Date, then one-third of the Restricted Shares shall vest on the first anniversary of the Grant Date; one-third of the Restricted Shares shall vest on the second anniversary of the Grant Date; and all remaining Restricted Shares shall vest on the third anniversary of the Grant Date; (ii) on or after the first anniversary of the Grant Date but before the second anniversary of the Grant Date, on the effective date of the Participant’s Termination of Employment; one-half of the remaining Restricted Shares shall vest on the second anniversary of the Grant Date; and all remaining Restricted Shares shall vest on the third anniversary of the Grant Date; or (iii) on or after the second anniversary of the Grant Date but before the third anniversary of the Grant Date, then two-thirds of the Restricted Shares shall vest on the effective date of the Participant’s termination of Employment and all remaining Restricted Shares shall vest on the third anniversary of the Grant Date.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with Section 6the provisions of Paragraph 7(b) below, the Grantee will become vested as to each of that number of each type of the Restricted Shares (if any) constituting LSTZA Stock subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case), rounded down to the nearest whole number of such type of Restricted Shares) on each of the dates indicated on Schedule I hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5Paragraph 4, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries from the date of this Agreement through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6Paragraph 5 hereof), and (b) in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date. Unless otherwise determined by the Plan Administrator Committee in its sole discretion, Retained Distributions will be subject to the same vesting and forfeiture conditions that are applicable to the Restricted Shares to which such Retained Distributions relate.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with Section 6, the Grantee will become vested as to that number of each type of (a) The Restricted Shares shall vest incrementally in three cumulative annual installments, as follows: (if anyi) subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) one-third of the total number Restricted Shares shall vest upon the completion of such type the service period which commences on the Grant Date and ends on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Shares shall vest upon the completion of the service period which commences on the first anniversary of the Grant Date and ends on the second anniversary of the Grant Date; and (iii) all remaining Restricted Shares shall vest upon the completion of the service period which commences on the second anniversary of the Grant Date and ends on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the completion of the service period as listed above for each annual installment in order for the Restricted Shares for each annual installment to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than death or Mandatory Retirement, any Restricted Shares that are subject to this Agreement (in each case, rounded down have not vested as of the date of such termination of Employment shall be forfeited to the nearest whole number of such type of Corporation. (b) The Restricted Shares) on each Shares shall immediately vest in full, irrespective of the dates indicated on Schedule I hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, limitations set forth in subparagraph (a) of this Paragraph 2, upon the Grantee will not vest, pursuant events set out below: (i) termination of the Participant’s Employment due to this Section 5, in Restricted Shares as death; (ii) termination of the Participant’s Employment due to which Mandatory Retirement; or (iii) the Grantee would otherwise vest Participant’s Qualified Termination provided that as of a given date if such Qualified Termination the Grantee Participant has not been continuously employed by in continuous Employment since the Company or its Subsidiaries from the date of this Agreement through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (b) in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date. Unless otherwise determined by the Plan Administrator in its sole discretion, Retained Distributions will be subject to the same vesting and forfeiture conditions that are applicable to the Restricted Shares to which such Retained Distributions relateGrant Date.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting All Restricted Shares shall be unvested unless and until they become vested and nonforfeitable in accordance with Section 6, the Grantee will become vested as to that number of each type of Restricted Shares (if any) subject to this Agreement that is equal Paragraph 1. Subject to the fraction or percentage set forth on Schedule I hereto terms and conditions of this Award Agreement and the Plan, one-third (the “Vesting Percentage”1/3) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case, rounded down to the nearest whole number of such type of Restricted Shares) awarded hereunder shall vest on each of the dates indicated on Schedule I hereto first, second and third anniversary of the Grant Date (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to , provided that the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been Participant is continuously employed by the Company or its Subsidiaries from a Subsidiary through the date of this Agreement through such date, or, if applicable Vesting Date. Notwithstanding the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date foregoing: (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (ba) in the event that (i) either (1) the Participant satisfies the requirements for Retirement or Total Disability (each as defined below) or (2) a tax withholding obligation is incurred under local law with respect to any of the Restricted Shares, in either case, prior to the Vesting Date with respect to such Restricted Shares (the date on which vesting would otherwise occur is a Saturday, Sunday the requirements of clause (i)(1) or a holiday, such vesting will instead occur (i)(2) are satisfied being referred to herein as the “Tax Vesting Date”) and (ii) the Participant elects to satisfy the tax withholding obligation arising on the business day next following such date. Unless otherwise Tax Vesting Date pursuant to subparagraph 3(c) of this Award Agreement, then, on the Tax Vesting Date, that number of Restricted Shares having a Fair Market Value (determined by as of the Plan Administrator in its sole discretion, Retained Distributions will be subject Tax Vesting Date) equal to the same vesting amount of taxes required to be withheld pursuant to the provisions of subparagraph 3(c) with respect to all Restricted Shares for which the Vesting Date has not occurred prior to the Tax Vesting Date shall become vested and forfeiture conditions the Tax Vesting Date shall be treated as the “Vesting Date” with respect to such shares; and (b) if the Participant’s Termination Date occurs by reason of Total Disability, Retirement or death, any unvested Restricted Shares that are applicable to outstanding on the Termination Date shall vest immediately on the Termination Date and the Termination Date shall be the “Vesting Date” for purposes of this Award Agreement. All Restricted Shares to which such Retained Distributions relate.are not vested upon the Participant’s Termination Date shall immediately expire and shall be forfeited and the Participant shall have no further rights with

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting All Restricted Shares shall be unvested unless and until they become vested and nonforfeitable in accordance with Section 6, the Grantee will become vested as to that number of each type of Restricted Shares (if any) subject to this Agreement that is equal Paragraph 1. Subject to the fraction or percentage set forth on Schedule I hereto terms and conditions of this Award Agreement and the Plan, one-third (the “Vesting Percentage”1/3) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case, rounded down to the nearest whole number of such type of Restricted Shares) awarded hereunder shall vest on each of the dates indicated on Schedule I hereto first, second and third anniversary of the Grant Date (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to , provided that the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been Participant is continuously employed by the Company or its Subsidiaries from a Subsidiary through the date of this Agreement through such date, or, if applicable Vesting Date. Notwithstanding the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date foregoing: (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (ba) in the event that (i) either (1) the Participant satisfies the requirements for Retirement or Total Disability (each as defined below) or (2) a tax withholding obligation is incurred under applicable non-U.S. local law with respect to any of the Restricted Shares, in either case, prior to the Vesting Date with respect to such Restricted Shares (the date on which vesting would otherwise occur is a Saturday, Sunday the requirements of clause (i)(1) or a holiday, such vesting will instead occur on (i)(2) are satisfied being referred to herein as the business day next following such date. Unless otherwise determined by “Tax Vesting Date”) and (ii) the Plan Administrator in its sole discretion, Retained Distributions will be subject Participant elects to satisfy the same vesting and forfeiture conditions tax withholding obligation that are applicable arises with respect to the Restricted Shares on the Tax Vesting Date by the method set forth in subparagraph 3(c) of this Award Agreement, then, the Tax Vesting Date shall be the Vesting Date with respect to that number of Restricted Shares having a Fair Market Value (determined as of the Tax Vesting Date) equal to the amount of taxes required to be withheld pursuant to the provisions of subparagraph 3(c) with respect to all Restricted Shares for which such Retained Distributions relatethe Tax Vesting Date occurs; and (b) if the Participant’s Termination Date occurs by reason of Total Disability, Retirement or death, any unvested Restricted Shares that are outstanding on the Termination Date shall vest immediately on the Termination Date and the Termination Date shall be the “Vesting Date” for purposes of this Award Agreement.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting All Restricted Shares shall be unvested unless and until they become vested and nonforfeitable in accordance with Section 6, the Grantee will become vested as to that number of each type of Restricted Shares (if any) subject to this Agreement that is equal Paragraph 1. Subject to the fraction or percentage set forth on Schedule I hereto terms and conditions of this Award Agreement and the Plan, fifty percent (the “Vesting Percentage”50%) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case, rounded down to the nearest whole number of such type of Restricted Shares) awarded hereunder shall vest on each of the dates indicated on Schedule I hereto second and fourth anniversaries of the Grant Date (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to , provided that the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been Participant is continuously employed by the Company or its Subsidiaries from a Subsidiary through the date of this Agreement through such date, or, if applicable Vesting Date. Notwithstanding the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date foregoing: (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (ba) in the event that (i) either (1) the Participant satisfies the requirements for Total Disability (as defined below) or (2) a tax withholding obligation is incurred under local law with respect to any of the Restricted Shares, in either case, prior to the Vesting Date with respect to such Restricted Shares (the date on which vesting would otherwise occur is a Saturday, Sunday the requirements of clause (i)(1) or a holiday, such vesting will instead occur (i)(2) are satisfied being referred to herein as the “Tax Vesting Date”) and (ii) the Participant elects to satisfy the tax withholding obligation arising on the business day next following such date. Unless otherwise Tax Vesting Date pursuant to subparagraph 3(c) of this Award Agreement, then, on the Tax Vesting Date, that number of Restricted Shares having a Fair Market Value (determined by as of the Plan Administrator in its sole discretion, Retained Distributions will be subject Tax Vesting Date) equal to the same vesting amount of taxes required to be withheld pursuant to the provisions of subparagraph 3(c) with respect to all Restricted Shares for which the Vesting Date has not occurred prior to the Tax Vesting Date shall become vested and forfeiture conditions the Tax Vesting Date shall be treated as the “Vesting Date” with respect to such shares; and (b) if the Participant's Termination Date occurs by reason of Total Disability or death, any unvested Restricted Shares that are applicable to outstanding on the Restricted Shares to which such Retained Distributions relateTermination Date shall vest immediately on the Termination Date and the Termination Date shall be the “Vesting Date” for purposes of this Award Agreement.

Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with Section 6, the Grantee will become vested as to that number of each type of (a) The Restricted Shares shall vest in three cumulative annual installments, as follows: (if anyi) subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) one-third of the total number Restricted Shares shall vest on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Shares shall vest on the second anniversary of the Grant Date; and (iii) the remaining one-third of the Restricted Shares shall vest on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the applicable vesting date for each installment in order for the applicable Restricted Shares to vest on such type date. If the Employment of the Participant is terminated for any reason (including Retirement) other than death, any Restricted Shares that are subject to this Agreement (in each case, rounded down have not vested as of the date of such termination of Employment shall be forfeited to the nearest whole number of such type of Restricted SharesCorporation. (b) on each Irrespective of the dates indicated on Schedule I hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, limitations set forth in subsection (a) the Grantee will not vestabove, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries from the date of this Agreement through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (b) in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date. Unless otherwise determined by the Plan Administrator in its sole discretion, Retained Distributions will be subject to the same vesting and forfeiture conditions that are applicable to the Restricted Shares shall immediately vest in full upon: (i) Participant’s termination of Employment due to which death; or (ii) a Change in Control of the Corporation, provided that as of such Retained Distributions relateChange in Control the Participant has been in continuous Employment since the Grant Date. (c) Irrespective of the limitations set forth in subsection (a) above, upon either the Participant’s termination of Employment for Good Reason or the Corporation’s independent and unilateral termination of Employment of the Participant without Cause (other than due to the Participant’s implicit or explicit request) where the Participant was willing and able to continue his Employment: (i) on or before the first anniversary of the Grant Date, then one-third of the Restricted Shares shall vest on the first anniversary of the Grant Date; one-third of the Restricted Shares shall vest on the second anniversary of the Grant Date; and all remaining Restricted Shares shall vest on the third anniversary of the Grant Date; (ii) after the first anniversary of the Grant Date but on or before the second anniversary of the Grant Date, then one-half of the remaining Restricted Shares shall vest on the second anniversary of the Grant Date; and all remaining Restricted Shares shall vest on the third anniversary of the Grant Date; or (iii) after the second anniversary of the Grant Date but on or before the third anniversary of the Grant Date, then all remaining Restricted Shares shall vest on the third anniversary of the Grant Date.