Common use of Vesting and Forfeiture of Restricted Stock Units Clause in Contracts

Vesting and Forfeiture of Restricted Stock Units. (a) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall vest as follows: (i) one-third of the Restricted Stock Units 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 Stock Units 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 Stock Units 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 Stock Units for each annual installment to vest. If the Employment of the Participant is terminated for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the Company. (b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) All Restricted Stock Units shall be unvested unless and until they become vested and nonforfeitable in accordance with this Section 1. Subject to Paragraphs 3 the terms and 4conditions of this Award Agreement, one third (1/3) of the shares of Common Stock subject to the Restricted Stock Units awarded hereunder shall vest as follows: (i) one-third on each of the Restricted Stock Units shall vest upon the completion of the service period which commences on the Grant Date first, second and ends on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Stock Units shall vest upon the completion of the service period which commences on the first anniversary anniversaries of the Grant Date and ends on the second anniversary of the Grant (each a “Vesting Date; and (iii) all remaining Restricted Stock Units 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, howeverin any case, that the Participant must be Executive’s Termination Date has not occurred as of the applicable Vesting Date. Notwithstanding the foregoing, in continuous Employment the event that Executive’s Termination Date occurs prior to a Vesting Date due to termination by the Company without Cause or by Executive for Good Reason, then as of Executive’s Termination Date, the Award shall become vested with respect to a pro rata number of the shares of Common Stock subject thereto equal to (a) the product of (i) the number of shares of Common Stock subject to the Award, multiplied by (ii) a fraction the numerator of which is the number of days elapsed from the Grant Date through and including the completion Termination Date and the denominator of which is 1095 minus (b) the service period as listed above for each annual installment in order for number of shares of Common Stock subject to the Award that became Vested Stock Units prior to the Termination Date. With respect to the Restricted Stock Units for each annual installment that become vested pursuant to vestthe preceding sentence, the Termination Date shall be the “Vesting Date”. If All Restricted Stock Units that are not vested upon the Executive’s Termination Date (after giving effect to the preceding provisions of this Section 1) shall immediately expire and shall be forfeited and the Executive shall have no further rights thereto. For purposes of this Award Agreement, the terms “Termination Date,” “Cause,” and “Good Reason” shall have the meaning specified in the Employment of the Participant is terminated for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Agreement. Restricted Stock Units that have not become vested on a Vesting Date are referred to as of the date of such termination of Employment shall be forfeited to the Company“Vested Stock Units”. (b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject to Paragraphs Section 10.1(b) of the Plan and to earlier vesting in accordance with Section 6, Restricted Stock Units will vest, in whole or in part, only in accordance with the conditions stated in this Section 3. (b) Schedule 1 sets forth the maximum number of Restricted Stock Units in each Vesting Tranche (subject to any additional number of Restricted Stock Units transferred to such Vesting Tranche pursuant to Section 3(c) below) that may vest at the conclusion of each Vesting Cycle based on the achievement and satisfaction of Key Performance Indicators, as determined and certified by the Committee. (c) No later than sixty (60) days following the end of each Vesting Cycle (each, a “Committee Certification Date”), the Committee will measure the Grantee’s performance against the Key Performance Indicators applicable to such Vesting Cycle. The Committee will then promptly notify the Grantee regarding the number of Restricted Stock Units, if any, that have vested from the relevant Vesting Tranche pursuant to this Section 3 as of the Vesting Date relating to such Vesting Tranche. Any Restricted Stock Units from a Vesting Tranche that remain unvested as of any Vesting Date, other than the final Vesting Date, will be transferred to the Vesting Tranche eligible for vesting during the next Vesting Cycle and 4will remain unvested and eligible for vesting on the Vesting Date relating to such Vesting Tranche. Any Restricted Stock Units that remain outstanding and unvested as of the final Vesting Date will automatically be forfeited as of the Close of Business on the final Committee Certification Date. Upon forfeiture of any unvested Restricted Stock Units pursuant to Section 2, this Section 3 or Section 6, such Restricted Stock Units and any related Unpaid Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (d) Any Dividend Equivalents with respect to Restricted Stock Units that have not theretofore become Vested Dividend Equivalents (“Unpaid Dividend Equivalents”) will become vested only to the extent that the Restricted Stock Units related thereto shall vest as follows:have become vested in accordance with this Agreement. (ie) one-third of Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 3, in Restricted Stock Units shall or related Unpaid Dividend Equivalents in which the Grantee would otherwise vest upon with respect to a given Vesting Cycle if the completion of Grantee has not been continuously employed by 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 Stock Units 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 Stock Units 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 Company from the Grant Date through the completion last day of such Vesting Cycle (the service period as listed above for each annual installment in order for the vesting or forfeiture of such Restricted Stock Units for each annual installment and related Unpaid Dividend Equivalents to vestbe governed instead by Section 6). If Notwithstanding the Employment of the Participant foregoing, if any date on which vesting would otherwise occur is terminated for any reason other than deatha Saturday, Approved Separation, Mandatory Retirement, Sunday or a Qualified Terminationholiday, any Restricted Stock Units that have not vested as of such vesting will instead occur on the date of business day next following such termination of Employment shall be forfeited to the Companydate. (b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject The Restricted Stock Units, as increased or decreased (including to Paragraphs 3 and zero) in accordance with Section 4, will become non-forfeitable and the Restricted Stock Units Risk of Forfeiture shall vest as follows: (i) one-third of the Restricted Stock Units shall vest upon the completion of the service period which commences lapse on the Grant Date and ends on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Stock Units 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 Stock Units 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] [for IPO grants: November 1, 2017] (the “Vesting Date”), provided however that, except as set forth in paragraph (b) below, the Participant is continuously employed by the Company or an Affiliate through the Vesting Date. If the Participant’s employment with the Company and its Affiliates terminates prior to the Vesting Date for any reason, except as described in paragraph (b), the Restricted Stock Units shall automatically be forfeited, and all of the Participant’s rights to and interest in the Restricted Stock Units shall terminate without payment of consideration as of the date of the Participant’s termination of employment. (b) If the Participant’s employment with the Company and its Affiliates terminates prior to the Vesting Date as a result of the Participant’s: (i) death; (ii) disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (iii) involuntary termination without Cause, the Committee may, in its sole discretion, (A) provide that the Participant’s Restricted Stock Units shall not be forfeited upon such termination of employment, and the Participant shall be eligible for settlement of this Award with respect to that number of Restricted Stock Units determined in accordance with Section 4 following the Vesting Date; or (B) where the Participant is subject to a post-termination covenant not to compete with the Company and/or its Affiliates that constitutes a Risk of Forfeiture, provide that the Participant’s Restricted Stock Units shall not be forfeited upon such termination of employment, and that the Participant shall be eligible for settlement of this Award with respect to that number of Restricted Stock Units determined in accordance with Section 4 following the Vesting Date, provided, however, that the Participant must be in continuous Employment from complies with the Grant Date covenant not to compete through to the completion earlier of (x) the Vesting Date; and (y) the expiration of the service period as listed above for each annual installment in order for the Restricted Stock Units for each annual installment to vest. If the Employment of the Participant is terminated for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the Companynoncompete period. (b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall vest incrementally in three cumulative annual installments, as follows: (i) one-third of the Restricted Stock Units 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 Stock Units 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 Stock Units 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 Stock Units for each annual installment to vest. If the Employment of the Participant is terminated for any reason other than death, Approved Separation, Mandatory Retirement, death or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the CompanyCorporation. (b) Subject to Paragraphs 3 and 4Paragraph 3, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall vest as follows: (i) one-third of the Restricted Stock Units 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 Stock Units 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 Stock Units 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 first anniversary of the service period as listed above for each annual installment in order for the Restricted Stock Units for each annual installment to vestGrant Date. If the Employment of the Participant is terminated for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the Company. (b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject to Paragraphs Paragraph 3 and 4, the Restricted Stock Units shall vest incrementally in three cumulative annual installments, as follows: (i) one-third of the Restricted Stock Units 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 Stock Units 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 Stock Units 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 Stock Units for each annual installment to vest. If the Employment of the Participant is terminated for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the Company. (b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject to Paragraphs 3 and 4Paragraph 3, the Restricted Stock Units shall vest incrementally in three cumulative annual installments, as follows: (i) one-third of the Restricted Stock Units 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 Stock Units 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 Stock Units 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 Stock Units for each annual installment to vest. If the Employment of the Participant is terminated for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the CompanyCorporation. (b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) All Restricted Stock Units shall be unvested unless and until they become vested and nonforfeitable in accordance with this Section 1. Subject to Paragraphs 3 the terms and 4conditions of this Award Agreement, fifty percent (50%) of the shares of Common Stock subject to the Restricted Stock Units awarded hereunder shall vest as follows: on July 20, 2021 and the remaining fifty percent (i50%) one-third of the shares of Common Stock subject to the Restricted Stock Units awarded hereunder shall vest upon at the completion rate of the service period which commences one twenty-fourth (1/24) of such shares of Common Stock on the Grant Date and ends August 20th of each month, beginning on the first anniversary of the Grant August 20, 2022 (each a “Vesting Date; (ii) an additional one-third of the Restricted Stock Units 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 Stock Units 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, howeverin any case, that the Participant must be in continuous Employment from the Grant Executive’s Termination Date through the completion has not occurred as of the service period as listed above applicable Vesting Date. Notwithstanding the foregoing, if and only if a Change in Control occurs prior to an applicable Vesting Date and if the Termination Date occurs on or within twelve (12) months following the Change in Control by reason of termination by the Company without Cause or termination by the Executive for each annual installment in order for Good Reason, then the Restricted Stock Units for each annual installment Termination Date shall be the “Vesting Date” with respect to vest. If the Employment of the Participant is terminated for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of prior to the date of such termination of Employment Termination Date. All Restricted Stock Units that are not vested upon the Executive’s Termination Date shall immediately expire and shall be forfeited to and the Company. (b) Subject to Paragraphs 3 and 4Executive shall have no further rights thereto. For purposes of this Award Agreement, the terms “Change in Control,” “Termination Date,” “Cause,” and “Good Reason” shall have the meaning specified in the Employment Agreement. Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant have become vested on a Vesting Date are referred to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Terminationas “Vested Stock Units”.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject to Paragraphs 3 and 4Paragraph 3, the Restricted Stock Units shall vest incrementally in three cumulative annual installments, as follows: (i) one-third of the Restricted Stock Units 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 Stock Units 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 Stock Units 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 Stock Units for each annual installment to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than death, Approved Separation, death or Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the CompanyCorporation. (b) Subject to Paragraphs 3 and 4Paragraph 3, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iviii) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall vest as follows: (i) one-third of the Restricted Stock Units 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 Stock Units 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 Stock Units 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 Stock Units for each annual installment to vest. If the Participant’s Employment of the Participant is terminated terminates for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the Company. (b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall vest as follows: (i) one-third half of the Restricted Stock Units 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;; and (ii) an additional one-third of the all remaining Restricted Stock Units 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 Stock Units 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 Stock Units for each annual installment to vest. If the Employment of the Participant is terminated for any reason other than death, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the Company. (b) Subject to Paragraphs 3 and 4, the Restricted Stock Units shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified Termination.

Vesting and Forfeiture of Restricted Stock Units. (a) Subject The Restricted Stock Units, as increased or decreased (including to Paragraphs 3 and zero) in accordance with Section 4, will become non-forfeitable and the Restricted Stock Units Risk of Forfeiture shall vest as follows: (i) one-third of the Restricted Stock Units shall vest upon the completion of the service period which commences lapse on the Grant Date and ends on the first anniversary of the Grant Date; (ii) an additional one-third of the Restricted Stock Units 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 Stock Units 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] [for IPO grants: November 1, 2017] (the “Vesting Date”), provided however that, except as set forth in paragraph (b) below, the Participant is continuously employed by the Company or an Affiliate through the Vesting Date. If the Participant’s employment with the Company and its Affiliates terminates prior to the Vesting Date for any reason, except as described in paragraph (b), the Restricted Stock Units shall automatically be forfeited, and all of the Participant’s rights to and interest in the Restricted Stock Units shall terminate without payment of consideration as of the date of the Participant’s termination of employment. (b) If the Participant’s employment with the Company and its Affiliates terminates prior to the Vesting Date as a result of the Participant’s: (i) death; (ii) disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (iii) involuntary termination without Cause, the Committee may, in its sole discretion, (A) provide that the Participant’s Restricted Stock Units shall not be forfeited upon such termination of employment, and the Participant shall be eligible for settlement of this Award with respect to that number of Restricted Stock Units determined in accordance with Section 4 following the Vesting Date; or (B) where the Participant is subject to a post-termination covenant not to compete with the Company and/or its Affiliates that constitutes a Risk of Forfeiture, provide that the Participant’s Restricted Stock Units shall not be forfeited upon such termination of employment, and that the Participant shall be eligible for settlement of this Award with respect to that number of Restricted Stock Units determined in accordance with Section 4 following the Vesting Date, provided, however, that the Participant must be in continuous Employment from complies with the Grant Date covenant not to compete through to the completion earlier of (x) the Vesting Date; and (y) the expiration of the service period as listed above for each annual installment in order for the Restricted Stock Units for each annual installment to vestnoncompete period. If the Employment of the Participant is terminated for any reason other than deathIn addition, Approved Separation, Mandatory Retirement, or a Qualified Termination, any Restricted Stock Units that have not vested as of the date of such termination of Employment shall be forfeited to the Company. (b) Subject to Paragraphs 3 and notwithstanding Section 4, the Committee may, upon the termination of a Participant’s employment in circumstances which, in the sole discretion of the Committee, which need not be uniformly applied with respect to similarly situated Participants, constitute a “retirement” from the Company and its Affiliates, provide that the Participant’s Restricted Stock Units shall immediately vest in fullnot be forfeited upon such termination of employment, irrespective of and the limitations set forth in subparagraph (a) Participant shall be eligible for settlement of this Paragraph 2, upon Award with respect to that number of Restricted Stock Units determined in accordance with Section 4 following the occurrence of any of the following events: (i) the Participant’s death; (ii) the Participant’s Approved Separation, provided, that the Participant has been in continuous Employment from the Grant Date to the Approved Separation; (iii) the termination of the Participant’s Employment due to Mandatory Retirement, provided the Participant has been in continuous Employment from the Grant Date to the Mandatory Retirement; or (iv) the Participant’s Qualified Termination, provided, that the Participant has been in continuous Employment from the Grant Date to the Qualified TerminationVesting Date.