Common use of Vesting and Forfeiture Clause in Contracts

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall be fully vested and exercisable on the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 below. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement or Early Retirement, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (c) If the Executive’s employment with all Employers terminates for any reason other than as described in Section 2.1(b) on or after the Award Date, including as a result of the Executive’s Disability or death, his or her vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (d) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs under this Award (regardless of vested status) shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall be become fully vested and exercisable on the third anniversary of the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 below. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or Early Retirementmore after the Award Date, but prior to the third anniversary of the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) . If the Executive’s employment with respect to periods all Employers terminates by reason of the Executive’s Retirement after a Conversion the third anniversary of the Award Date, at this Award will continue to be exercisable during any time Exercise Window until and including the applicable Expiration Date. Any vested If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs held by an Executive subject to under this Section 2.1(b) that remain unexercised by Award shall be forfeited as of the date of termination, and the Executive on shall have no entitlement to any payment with respect thereto. (c) If the applicable Expiration Date Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the third anniversary of the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date, the vested portion of the CSARs shall be exercised automatically exercised on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the third anniversary of the Award Date, the Award will be vested and will continue to be exercisable during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the third anniversary of the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (ce) If the Executive’s employment with all Employers terminates for any reason other than as described in Section 2.1(b) the Executive’s Disability, death, Retirement, or Early Retirement, on or after the third anniversary of the Award Date, including as a result the number of the Executive’s Disability or death, his or her vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (df) If the Executive’s employment with all Employers terminates for any reason other than the Executive’s Disability, death, Retirement, or Early Retirement, prior to the third anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs under this Award (regardless of CSARs, including vested status) CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall be fully vested and exercisable on the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 belowDate. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement or Early Retirement, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (c) If the Executive’s employment with all Employers terminates for any reason other than as described in Section 2.1(b) on or after the Award Date, including as a result of the Executive’s Disability or death, his or her vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (d) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs under this Award (regardless of vested status) shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall be become fully vested and exercisable on the third anniversary of the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 belowDate. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or Early Retirementmore after the Award Date, but prior to the third anniversary of the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive during any Exercise Window until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the third anniversary of the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the third anniversary of the Award Date, the Award will be vested and will continue to be exercisable by the Executive during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date but if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the third anniversary of the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Section Sections 2.1(b), (c) or (d) on or after the third anniversary of the Award Date, including as a result the number of the Executive’s Disability or death, his or her vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the third anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs under this Award (regardless of CSARs, including vested status) CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall be become fully vested and exercisable on the first day of the twenty-seventh (27th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 belowDate. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or Early Retirementmore after the Award Date, but prior to the first day of the twenty-seventh (27th) month after the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive during any Exercise Window until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the twenty-seventh (27th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the twenty-seventh (27th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date but if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the twenty-seventh (27th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Section Sections 2.1(b), (c) or (d) on or the first day of the twenty-seventh (27th) month after the Award Date, including as a result the number of the Executive’s Disability or death, his or her vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the twenty-seventh (27th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs under this Award (regardless of CSARs, including vested status) CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) Except as provided in Sections 1(b), 1(c), 5, 6 and 7 of this Agreement, your interest in the Award Shares will vest and the Award Shares will become issuable [Time Vesting] [on the anniversary after the Grant Date/in as equal as possible installments on each of the anniversaries after the Grant Date]. OR [Performance-Based Vesting] [Upon satisfaction of the performance goal[s] set forth [below/in Exhibit A to this Agreement] (the “Performance Goal[s]”), as determined by the Committee as soon as practicable after completion of the performance period set forth therein (the “Performance Period”), but in any event not later than [[December 15] of the calendar year in which the Performance Period ends/March 15 of the calendar year following the calendar year in which the Performance Period ends] (the date the Committee so determines, the “Determination Date”). [The CSARs Performance Goal[s] is/are ]. Except as provided in Section 7 of this Agreement, this RSU Award shall be cancelled and you shall forfeit all rights to the Award Shares subject to this RSU Award shall be fully vested and exercisable on the otherwise have no rights hereunder, except those Award DateShares that had been previously issued pursuant to this Section 1(a), and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised if either (i) except in the case of Converted CSARs (as defined below), on the Exercise Determination Date coincident with or next following such Expiration Date does not occur or (ii) the Committee determines on the Determination Date that the Performance Goal[s] has/have not been satisfied. If you are a Covered Employee, it is intended that all payments of Award Shares under this RSU Award constitute “qualified performance-based compensation” within the meaning Section 162(m) of the Code and the Plan. This RSU Award is to be construed and administered in the case of Converted CSARs, in accordance a manner consistent with Section 2.4 belowsuch intent.] (b) If your employment or other service with the Executive’s employment with all Employers terminates Employer is terminated by reason of your death or Disability before your interest in all of the Executive’s Retirement or Early Retirement, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive Shares subject to this RSU Award has vested and become issuable under Section 2.1(b1(a), then you will forfeit all of the Award Shares subject to this RSU Award except those Award Shares that had been previously issued pursuant to Section 1(a) that remain unexercised by as of the Executive on date your employment or service with the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration DateEmployer terminates. (c) If your employment or other service with the Executive’s employment with all Employers terminates Employer is terminated for any reason reason, other than as described your death or Disability, before your interest in Section 2.1(b) on or after all of the Award DateShares subject to this RSU Award has vested and become issuable under Section 1(a), including as a result then you will forfeit all of the Executive’s Disability or death, his or her vested CSARs under Award Shares subject to this RSU Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following except those Award Shares that had been previously issued pursuant to Section 1(a) as of the date of termination, which will be your employment or service with the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration DateEmployer terminates. (d) Notwithstanding anything in this Section to the contrarycontrary in the Plan, if and unless otherwise determined by the Executive’s employment with an Employer terminates for Cause at any timeCommittee in its sole discretion, all CSARs under this Award (regardless of vested status) your termination date shall be forfeited as of the date on which your active employment or other service ceases and shall not be extended by any notice of terminationtermination of employment or severance period provided to you by contract or practice of Toro or the Employer or mandated under local law, and the Executive shall have no entitlement to any payment with respect theretounless otherwise required by applicable law.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall be become fully vested and exercisable on the first day of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 below. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or Early Retirementmore after the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Section Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, including as a result the number of the Executive’s Disability or death, his or her vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (d) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs under this Award (regardless of vested status) shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall be become fully vested and exercisable on the first day of the twenty-seventh (27th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 belowDate. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or Early Retirementmore after the Award Date, but prior to the first day of the twenty-seventh (27th) month after the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive during any Exercise Window until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the twenty-seventh (27th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the twenty-seventh (27th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date but if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the twenty-seventh (27th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Section Sections 2.1(b), (c) or (d) on or the first day of the twenty-seventh (27th) month after the Award Date, including as a result the number of the Executive’s Disability or death, his or her vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (df) Notwithstanding anything in this Section to the contrary, if If the Executive’s employment with an Employer all Employers terminates for Cause at any timereason other than as described in Sections 2.1(b), all (c) or (d) prior to the first day of the twenty-seventh (27th) month after the Award Date, the CSARs under this Award (regardless of vested status) shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.