Common use of Vesting and Issuance of Shares; Dividend Equivalents Clause in Contracts

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). (b) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If Participant’s employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”), the number of Shares subject to the RSUs that would have vested within 12 months of termination of Participant’s active employment shall vest as of the date of termination of active service (such date also being a “Vesting Date”) and all other RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates by reason of death or disability, the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (e) If Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (g) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs PSUs shall vest in three equal installments on each of accordance with the first three anniversaries of performance vesting conditions set forth in the date of grant (each anniversary being a “Vesting Date”), attached Appendix A and subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).additional vesting requirements: (ba) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, that (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs PSUs vest. (cb) Except as provided in 3(c) below, Participant must be continually employed by the Company or its affiliates throughout the Performance Period. If Participant’s employment terminates involuntarily by for any reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction other than as provided in workforce or closing of a facility) (a “Group Termination Event”3(c), the number of Shares subject to the RSUs that would have vested within 12 months of termination of Participant’s active employment shall vest as of the date of termination of active service (such date also being a “Vesting Date”) all PSUs and all other RSUs and any associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. (dc) If Participant’s employment terminates by reason of death or disability, Participant’s (or the Particpant’s estate’s) right to receive Shares subject to the RSUs PSUs shall continue to vest according to in accordance with this Section 3 as if the schedule set forth in Section 1(a), notwithstanding such Participant was continually employed by the Company or its affiliates throughout the Performance Period and shall not forfeit any PSUs or any associated Dividend Equivalents by reason of termination of employment. (ed) If Participant’s employment terminates after attainment Notwithstanding anything to the contrary in the Plan, in the event of age 55 with at least 5 years of service a Change in Control (“Retirement”as defined in the Plan), the Shares subject Performance Period shall lapse and the Participants shall be deemed to have earned and shall fully vest in the RSUs Shares. (e) On a date as soon as practicable following the end of the Performance Period, the Committee shall continue certify the extent to vest according to which the schedule performance vesting conditions set forth in Section 1(aAppendix A have been met (the “Certification Date”), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (g) On or as . As soon as administratively practicable following each Vesting Datethereafter, the Company shall cause to be issued to Participant Shares with respect to the RSUs any PSUs that become became vested on such Vesting the Certification Date. Such Notwithstanding the foregoing, the Committee has the sole discretion to make downward adjustments to the award amount determined pursuant to Appendix A, including an adjustment such that no Shares are issued to Participant, regardless of the fulfillment of the performance vesting conditions set forth in Appendix A. Shares issued pursuant to this Section 3(e) shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs PSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each [insert vesting schedule] of the first three anniversaries of the date of grant Grant Date (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). (b) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If Participant’s employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”), the number of Shares subject to the RSUs that would have vested within 12 months of termination of Participant’s active employment shall vest as of the date of termination of active service employment (such date also being a “Vesting Date”) and all other RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment employment, and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of the Allegion Spinoff (i.e., December 1, 2014), the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”); however, if Participant has attained age 55 with at least 5 years of service as of such date, the Shares subject to the RSUs that have not yet vested shall continue to vest in accordance with Section 1(f) below. (e) If Participant’s employment terminates by reason of death or disability, the Shares subject to the RSUs that have not yet vested shall continue to vest according to as of the schedule set forth in Section 1(a), notwithstanding date of such termination of employmentemployment (such date also being a “Vesting Date”). (f) Notwithstanding the provisions of Section 1(c) through (e) If above, if Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (fg) Notwithstanding the provisions of Section 1(f) above, if Participant’s employment terminates due to death, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”). (h) If Participant’s employment terminates (i) for any reason or in any circumstances other than those specified in Sections Section 1(c), ) through (dg) and above or (eii) for cause in the circumstances specified in Section 1(f) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. For purposes of this Section 1(h), “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the Company’s code of conduct, as in effect from time to time. (gi) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. However, if the RSUs are considered an item of deferred compensation under Section 409A of the Code and the Shares are distributable by reason of a Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) during the period that Participant is both subject to U.S. federal income taxation and a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any Shares that would otherwise be issuable during the 6-month period immediately following Participant’s separation from service will be issued on the first day of the 7th month following Participant’s separation from service (or, if Participant dies during such period, within 30 days after Participant’s death). Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of This provision replaces Section 409A(a)(2)(A)(i1(f) of the Code). Restricted Stock Unit Award Agreement: Except as otherwise provided in Section 1(c) through (be) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”)above, provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If if Participant’s employment terminates involuntarily by reason due to retirement under the retirement provisions of a group termination local law in Participant’s country (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination EventRetirement”), then a pro-rated number of RSUs, determined by (i) multiplying by the number of Shares subject days in the calendar year of the Grant Date during which Participant was employed by the Company or any Affiliate, and (ii) dividing by the number of days in the corresponding calendar year (the “Retirement Vesting Benefit”), shall continue to vest according to the RSUs that would have vested within 12 months of schedule set forth in Section 1(a), notwithstanding such termination of Participant’s active employment; provided however, that in the event a Retirement-eligible Participant terminates pursuant to this Section 1(f) and commences full-time employment shall vest as with a competitor following termination (to the extent determined in the sole discretion of the date Company), then, unless prohibited under the laws of termination of active service (such date also being a “Vesting Date”) and any applicable jurisdiction, all other unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. Equivalents (dthe “Post-Retirement Condition”). Service with the Company or any of its Affiliates while the Company was known by the name Xxxxxxxxx-Xxxx plc shall be deemed service with the Company and its Affiliates for purposes of this Section 1(f). For the avoidance of doubt, (A) If subject to the Post-Retirement Condition, the Retirement Vesting Benefit will result in the continued vesting of all unvested RSUs if Participant’s employment terminates by reason of death or disability, due to Retirement following the Shares subject calendar year in which the Grant Date occurs and (B) the Post-Retirement Condition shall not apply to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (e) If Participant’s Retirement-eligible Participants whose employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified is terminated under circumstances described in Sections 1(c), (d) ), and (ee).Exchange Control Information. Cross-border payments in excess of €12,500 must be reported to the German Federal Bank (Bundesbank). If Participant makes or receives a payment in excess of this amount (including if Participant acquires Shares with a value in excess of this amount under the Plan or sells Shares via a foreign broker, bank or service provider and receives proceeds in excess of this amount) aboveand/or if the Company withholds or sells Shares with a value in excess of this amount to cover Tax-Related Items, all unvested RSUs and associated Dividend Equivalents shall be forfeited as Participant must report the payment and/or the value of the date of termination of active employment and Participant shall have no right to Shares withheld or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (g) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect sold to the RSUs that become vested Bundesbank, either electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available on the Bundesbank website (xxx.xxxxxxxxxx.xx) or via such Vesting Dateother method (e.g., by email or telephone) as is permitted or required by the Bundesbank. Such Shares shall The report must be fully paid and non-assessablesubmitted monthly or within other such timing as is permitted or required by the Bundesbank. Participant will not have any of the rights is responsible for complying with applicable reporting obligations and should speak to his or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participanther personal legal advisor on this matter.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s 's right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code)vest_____. (b) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If Participant’s 's employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”), the number of Shares subject to the RSUs that would have vested within 12 months of termination of Participant’s 's active employment shall vest as of the date of termination of active service (such date also being a “Vesting Date”) and all other RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment employment, and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. In the event Participant's employer ceases to be an Affiliate (as defined in the Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (d) If Participant’s 's employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”); however, if Participant has attained age 55 with at least 5 years of service as of such date, the Shares subject to the RSUs that have not yet vested shall continue to vest in accordance with Section 1(f) below. (e) If Participant's employment terminates by reason of death or disability, the Shares subject to the RSUs that have not yet vested shall continue to vest according to as of the schedule set forth in Section 1(a), notwithstanding date of such termination of employmentemployment (such date also being a “Vesting Date”). (f) Notwithstanding the provisions of Section 1(c) through (e) If above, if Participant’s 's employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (fg) Notwithstanding the provisions of Section 1(f) above, if Participant's employment terminates due to death, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”). (h) If Participant’s 's employment terminates (i) for any reason or in any circumstances other than those specified in Sections Section 1(c), ) through (dg) and above or (eii) for cause in the circumstances specified in Section 1(f) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. For purposes of this Section 1(h), “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the Company's code of conduct, as in effect from time to time. (gi) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. However, if the RSUs are considered an item of deferred compensation under Section 409A of the Code and the Shares are distributable by reason of a Participant's separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) during the period that Participant is both subject to U.S. federal income taxation and a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any Shares that would otherwise be issuable during the 6 month period immediately following Participant's separation from service will be issued on the first day of the 7th month following Participant's separation from service (or, if Participant dies during such period, within 30 days after Participant's death). Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs PSUs shall vest in three equal installments on each of accordance with the first three anniversaries of performance vesting conditions set forth in the date of grant (each anniversary being a “Vesting Date”), attached Appendix A and subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).additional vesting requirements: (ba) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs PSUs vest. (cb) If Participant’s employment terminates involuntarily by reason of (i) a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”)) or (ii) job elimination, substantial change in the nature of Participant’s position or job relocation, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares subject or any associated Dividend Equivalents. In the event Participant's employer ceases to be an Affiliate (as defined in the RSUs that would have vested within 12 months Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (c) If Participant’s employment terminates by reason of death or disability, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured between January 1, 201_, and the end of the calendar quarter in which such termination of employment takes place and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s active employment shall vest as terminates after attainment of age 55 with at least 5 years of service (“Retirement”), a pro-rated number of Shares, based on the fulfillment of the date performance vesting conditions as measured at the end of termination the Performance Period and determined by the Committee in Section 3(g) below and the number of active service days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (e) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such date also being a “Vesting Date”PSUs, the underlying Shares or any associated Dividend Equivalents. (f) If Participant’s employment terminates (i) for any reason or in any circumstances other than those specified in Sections 3(b), (c), (d) and (e) above or (ii) for cause in the circumstances specified in Section 3(d) above, all other RSUs PSUs and any associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates by reason . For purposes of death or disability, the Shares subject to the RSUs shall continue to vest according to the schedule set forth in this Section 1(a3(f), notwithstanding such termination “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of employment. (e) If Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), a felony under the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as laws of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares United States or any associated Dividend Equivalents. state or district (gor the equivalent in any foreign jurisdiction); or (z) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any material violation of the rights or privileges Company’s code of a shareholder of the Company conduct, as in respect of any Shares subject effect from time to the RSUs unless and until such Shares have been issued to Participanttime.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs PSUs shall vest in three equal installments on each of accordance with the first three anniversaries of performance vesting conditions set forth in the date of grant (each anniversary being a “Vesting Date”), attached Appendix A and subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).additional vesting requirements: (ba) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, that (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs PSUs vest. (cb) Except as provided in 3(c) below, Participant must be continually employed by the Company or its Affiliates throughout the Performance Period. If Participant’s employment terminates involuntarily by for any reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction other than as provided in workforce or closing of a facility) (a “Group Termination Event”3(c), the number of Shares subject to the RSUs that would have vested within 12 months of termination of Participant’s active employment shall vest as of the date of termination of active service (such date also being a “Vesting Date”) all PSUs and all other RSUs and any associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. (dc) If Participant’s employment terminates by reason of death or disability, Participant’s (or the Particpant’s estate’s) right to receive Shares subject to the RSUs PSUs shall continue to vest according to in accordance with this Section 3 as if the schedule set forth in Section 1(a), notwithstanding such Participant was continually employed by the Company or its affiliates throughout the Performance Period and shall not forfeit any PSUs or any associated Dividend Equivalents by reason of termination of employment. (ed) If Participant’s employment terminates after attainment Notwithstanding anything to the contrary in the Plan, in the event of age 55 with at least 5 years of service a Change in Control (“Retirement”as defined in the Plan), the Shares subject Performance Period shall lapse and the Participants shall be deemed to have earned and shall fully vest in the RSUs Shares. (e) On a date as soon as practicable following the end of the Performance Period, the Committee shall continue certify the extent to vest according to which the schedule performance vesting conditions set forth in Section 1(aAppendix A have been met (the “Certification Date”), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (g) On or as . As soon as administratively practicable following each Vesting Datethereafter, the Company shall cause to be issued to Participant Shares with respect to the RSUs any PSUs that become became vested on such Vesting the Certification Date. Such Notwithstanding the foregoing, the Committee has the sole discretion to make downward adjustments to the award amount determined pursuant to Appendix A, including an adjustment such that no Shares are issued to Participant, regardless of the fulfillment of the performance vesting conditions set forth in Appendix A. Shares issued pursuant to this Section 3(e) shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs PSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant Grant Date (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). (b) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest interest, and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If Participant’s employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”), the number of Shares subject to the RSUs that would have vested within 12 months of following the termination of Participant’s active employment shall vest as of the date of termination of active service employment (such date also being a “Vesting Date”) and all other RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment employment, and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. In the event Participant’s employer ceases to be an Affiliate (as defined in the Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (d) If Participant’s employment terminates by reason due to an Involuntary Loss of death or disabilityJob that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, the Shares subject to the RSUs that have not yet vested shall continue to vest according to as of the schedule set forth in Section 1(a), notwithstanding date of such termination of employmentemployment (such date also being a “Vesting Date”). (e) If Participant’s employment terminates by reason of Disability, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”). 1 (f) Notwithstanding the provisions of Section 1(c) through (e) above, if Participant’s employment terminates after attainment of age 55 with at least 5 years of service with the Company and any Affiliate (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (fg) Notwithstanding the provisions of Section 1(f) above, if Participant’s employment terminates due to death, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”). (h) If Participant’s employment terminates is terminated (i) for any reason or in any circumstances other than those specified in Sections Section 1(c), ) through (dg) and above or (eii) aboveby the Company for cause in the circumstances specified below, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. . For purposes of this Section 1(h), “cause” shall mean (gx) On any action by Participant involving willful malfeasance or as soon as administratively practicable following each Vesting Date, willful gross misconduct having a demonstrable adverse effect on the Company shall cause to be issued to or an Affiliate; (y) Participant Shares with respect to being convicted of a felony under the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any laws of the rights United States or privileges of a shareholder any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the Company Company’s code of conduct, as in respect of any Shares subject effect from time to the RSUs unless and until such Shares have been issued to Participanttime.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of This provision replaces Section 409A(a)(2)(A)(i1(f) of the Code). Restricted Stock Unit Award Agreement: Except as otherwise provided in Section 1(c) through (be) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”)above, provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If if Participant’s employment terminates involuntarily by reason due to retirement under the retirement provisions of a group termination local law in Participant’s country (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination EventRetirement”), then a pro-rated number of RSUs, determined by (i) multiplying by the number of Shares subject days in the calendar year of the Grant Date during which Participant was employed by the Company or any Affiliate, and (ii) dividing by the number of days in the corresponding calendar year (the “Retirement Vesting Benefit”), shall continue to vest according to the RSUs that would have vested within 12 months of schedule set forth in Section 1(a), notwithstanding such termination of Participant’s active employment; provided however, that in the event a Retirement-eligible Participant terminates pursuant to this Section 1(f) and commences full-time employment shall vest as with a competitor following termination (to the extent determined in the sole discretion of the date Company), then, unless prohibited under the laws of termination of active service (such date also being a “Vesting Date”) and any applicable jurisdiction, all other unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. Equivalents (dthe “Post-Retirement Condition”). Service with the Company or any of its Affiliates while the Company was known by the name Xxxxxxxxx-Xxxx plc shall be deemed service with the Company and its Affiliates for purposes of this Section 1(f). For the avoidance of doubt, (A) If subject to the Post-Retirement Condition, the Retirement Vesting Benefit will result in the continued vesting of all unvested RSUs if Participant’s employment terminates by reason of death or disability, due to Retirement following the Shares subject calendar year in which the Grant Date occurs and (B) the Post-Retirement Condition shall not apply to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (e) If Participant’s Retirement-eligible Participants whose employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified is terminated under circumstances described in Sections 1(c), (d) and (e) above), all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (g) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.and

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant (each anniversary being a “Vesting Grant Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided , except that any fractional installments shall be carried forward and vest when such combined fractional installments result in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code)a full Share. (b) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest interest, and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If Participant’s employment terminates involuntarily by reason of (i) a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”)) or (ii) job elimination, substantial change in the nature of Participant’s position or job relocation, Participant shall vest in the number of Shares subject to RSUs as described in the RSUs that would have vested within 12 months of termination of Participant’s active employment following sentences, as applicable. If Participant is not eligible for Retirement (as defined below), Participant shall vest as of the date of termination of active service employment in the number of RSUs that would have vested within 12 months following the termination of Participant’s active employment (such date also being a the “12-Month Benefit”). If Participant is eligible for Retirement, Participant shall continue to vest according to the schedule set forth in Section 1(a) in the number of RSUs resulting from the greater of the 12-Month Benefit and the Retirement Vesting Date”) and all Benefit (as defined below). All other RSUs and associated Dividend Equivalents that did not vest in accordance with this paragraph shall be forfeited as of the date of termination of active employment employment, and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. In the event Participant’s employer ceases to be an Affiliate (as defined in the Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (d) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, the RSUs that have not yet vested shall vest as of the date of such termination of employment; provided, however, if Participant is eligible for Retirement at the time of termination, the RSUs that have not yet vested shall continue to vest according to the schedule set forth in Section 1(a). (e) If Participant’s employment terminates by reason of death or disabilityDisability, the Shares subject RSUs that have not yet vested shall vest as of the date of such termination of employment; provided, however, if Participant is eligible for Retirement at the time of termination, the RSUs that have not yet vested shall continue to vest according to the RSUs schedule set forth in Section 1(a). (f) Except as otherwise provided in Section 1(c) through (e) above, if Participant’s employment terminates after the Participant becomes eligible for Retirement, then a pro-rated number of RSUs, determined by (i) multiplying by the number of days in the calendar year of the Grant Date during which Participant was employed by the Company or any Affiliate, and (ii) dividing by the number of days in the corresponding calendar year (the “Retirement Vesting Benefit”), shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. ; provided however, that in the event a Retirement-eligible Participant terminates pursuant to this Section 1(f) and commences full-time employment with a competitor following termination (eto the extent determined in the sole discretion of the Company), then, unless prohibited under the laws of any applicable jurisdiction, all unvested RSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents (the “Post-Retirement Condition”). Service with the Company or any of its Affiliates while the Company was known by the name Xxxxxxxxx-Xxxx plc shall be deemed service with the Company and its Affiliates for purposes of this Section 1(f). For the avoidance of doubt, (A) If subject to the Post-Retirement Condition, the Retirement Vesting Benefit will result in the continued vesting of all unvested RSUs if Participant’s employment terminates after attainment due to Retirement following the calendar year in which the Grant Date occurs and (B) the Post-Retirement Condition shall not apply to Retirement-eligible Participants whose employment is terminated under circumstances described in Sections 1(c), (d), and (e). (g) Notwithstanding the provisions of age 55 with Section 1(f), if Participant’s employment terminates due to death (including, in the interest of clarity, if Participant is eligible for Retirement at least 5 years the time of service (“Retirement”termination), the Shares subject to the RSUs that have not yet vested shall continue to vest according to as of the schedule set forth in Section 1(a), notwithstanding date of such termination of employment. (fh) If Participant’s employment terminates is terminated (i) for any reason or in any circumstances other than those specified in Sections Section 1(c) through (g) above or (ii) by the Company for cause in any circumstances (including a termination for cause in circumstances where Section 1(f) would otherwise apply), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. For purposes of this Section 1(h), “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any non-U.S. jurisdiction); or (z) any material violation of the Company’s code of conduct, as in effect from time to time. (gi) On or as soon as administratively practicable following each Vesting Date, the The Company shall cause Shares to be issued to Participant Shares with respect to the RSUs that become vested on pursuant to this Section 1 (each such vesting event being a “Vesting Date”). Such Shares shall be issued within thirty (30) days following each Vesting Date. However, if the RSUs are considered an item of deferred compensation under Section 409A of the Code and the Shares are distributable at a time or times by reference to a Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) and Participant on the date of Participant’s separation from service is both subject to U.S. federal income taxation and a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any Shares that would otherwise be issuable during the 6-month period commencing on Participant’s separation from service will be issued on the first day which immediately follows the last day of the 6-month period that commences on Participant’s separation from service (or, if Participant dies during such period, within 30 days after Participant’s death). Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) a. Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant Grant Date (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided , except that any fractional installments shall be carried forward and vest when such combined fractional installments result in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code)a full Share. (b) b. Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest interest, and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) c. If Participant’s employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”), the number of Shares subject to the RSUs that would have vested within 12 months of following the termination of Participant’s active employment shall vest as of the date of termination of active service employment (such date also being a “Vesting Date”) and all other RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment employment, and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. In the event Participant’s employer ceases to be an Affiliate (as defined in the Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. d. If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (d) such date also being a “Vesting Date”). e. If Participant’s employment terminates by reason of death or disabilityDisability, the Shares subject to the RSUs that have not yet vested shall continue to vest according to as of the schedule set forth in Section 1(a), notwithstanding date of such termination of employmentemployment (such date also being a “Vesting Date”). f. Notwithstanding the provisions of Section 1(c) through (e) If above, if Participant’s employment terminates after attainment of age 55 with at least 5 years of service with the Company and any Affiliate (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. For the avoidance of doubt, service with the Company or any of its Affiliates while the Company was known by the name Xxxxxxxxx-Xxxx plc shall be deemed service with the Company and its Affiliates for purposes of this Section 1(f). g. Notwithstanding the provisions of Section 1(f) above, if Participant’s employment terminates due to death, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (f) such date also being a “Vesting Date”). h. If Participant’s employment terminates is terminated (i) for any reason or in any circumstances other than those specified in Sections Section 1(c) through (g) above or (ii) by the Company for cause in any circumstances (including a termination for cause in circumstances where Section 1(f) would otherwise apply), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. For purposes of this Section 1(h), “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the Company’s code of conduct, as in effect from time to time. (g) i. On or as soon as administratively practicable following each Vesting DateDate (or within thirty (30) days thereof), the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. However, if the RSUs are considered an item of deferred compensation under Section 409A of the Code and the Shares are distributable at a time or times by reference to a Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) and Participant on the date of Participant’s separation from service is both subject to U.S. federal income taxation and a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any Shares that would otherwise be issuable during the 6-month period commencing on Participant’s separation from service will be issued on the first day which immediately follows the last day of the 6-month period that commences on Participant’s separation from service (or, if Participant dies during such period, within 30 days after Participant’s death). Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each [insert vesting schedule] of the first three anniversaries of the date of grant Grant Date (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). (b) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If Participant’s employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”), the number of Shares subject to the RSUs that would have vested within 12 months of termination of Participant’s active employment shall vest as of the date of termination of active service (such date also being a “Vesting Date”) and all other RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment employment, and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of the Allegion Spinoff (i.e., December 1, 2014), the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”); however, if Participant has attained age 55 with at least 5 years of service as of such date, the Shares subject to the RSUs that have not yet vested shall continue to vest in accordance with Section 1(f) below. (e) If Participant’s employment terminates by reason of death or disability, the Shares subject to the RSUs that have not yet vested shall continue to vest according to as of the schedule set forth in Section 1(a), notwithstanding date of such termination of employmentemployment (such date also being a “Vesting Date”). (f) Notwithstanding the provisions of Section 1(c) through (e) If above, if Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (fg) Notwithstanding the provisions of Section 1(f) above, if Participant’s employment terminates due to death, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”). (h) If Participant’s employment terminates (i) for any reason or in any circumstances other than those specified in Sections Section 1(c), ) through (dg) and above or (eii) for cause in the circumstances specified in Section 1(f) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. For purposes of this Section 1(h), “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the Company’s code of conduct, as in effect from time to time. (gi) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. However, if the RSUs are considered an item of deferred compensation under Section 409A of the Code and the Shares are distributable by reason of a Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) during the period that Participant is both subject to U.S. federal income taxation and a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any Shares that would otherwise be issuable during the 6 month period immediately following Participant’s separation from service will be issued on the first day of the 7th month following Participant’s separation from service (or, if Participant dies during such period, within 30 days after Participant’s death). Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs PSUs shall vest in three equal installments on each of accordance with the first three anniversaries of performance vesting conditions set forth in the date of grant (each anniversary being a “Vesting Date”), attached Appendix A and subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).additional vesting requirements: (ba) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs PSUs vest. (cb) If Participant’s employment terminates involuntarily by reason of (i) a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”)) or (ii) job elimination, substantial change in the nature of Participant’s position or job relocation, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares subject or any associated Dividend Equivalents. In the event Participant's employer ceases to be an Affiliate (as defined in the RSUs that would have vested within 12 months Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (c) If Participant’s employment terminates by reason of death or disability, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured between January 1, 2013 and the end of the calendar quarter in which such termination of employment takes place and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s active employment shall vest as terminates after attainment of age 55 with at least 5 years of service (“Retirement”), a pro-rated number of Shares, based on the fulfillment of the date performance vesting conditions as measured at the end of termination the Performance Period and determined by the Committee in Section 3(g) below and the number of active service days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (e) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such date also being a “Vesting Date”PSUs, the underlying Shares or any associated Dividend Equivalents. (f) If Participant’s employment terminates (i) for any reason or in any circumstances other than those specified in Sections 3(b), (c), (d) and (e) above or (ii) for cause in the circumstances specified in Section 3(d) above, all other RSUs PSUs and any associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates by reason . For purposes of death or disability, the Shares subject to the RSUs shall continue to vest according to the schedule set forth in this Section 1(a3(f), notwithstanding such termination “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of employment. (e) If Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), a felony under the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as laws of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares United States or any associated Dividend Equivalents. state or district (gor the equivalent in any foreign jurisdiction); or (z) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any material violation of the rights or privileges Company’s code of a shareholder of the Company conduct, as in respect of any Shares subject effect from time to the RSUs unless and until such Shares have been issued to Participanttime.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s 's right to receive Shares subject to the RSUs PSUs shall vest in three equal installments on each of accordance with the first three anniversaries of performance vesting conditions set forth in the date of grant (each anniversary being a “Vesting Date”), attached Appendix A and subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).additional vesting requirements: (ba) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs PSUs vest. (cb) If Participant’s 's employment terminates involuntarily by reason of (i) a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”)) or (ii) job elimination, substantial change in the nature of Participant's position or job relocation, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares subject or any associated Dividend Equivalents. In the event Participant's employer ceases to be an Affiliate (as defined in the RSUs that would have vested within 12 months Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (c) If Participant's employment terminates by reason of death or disability, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured between January 1, 201_, and the end of the calendar quarter in which such termination of employment takes place and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s active 's employment shall vest as terminates after attainment of age 55 with at least 5 years of service (“Retirement”), a pro-rated number of Shares, based on the fulfillment of the date performance vesting conditions as measured at the end of termination the Performance Period and determined by the Committee in Section 3(g) below and the number of active service days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (e) If Participant's employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such date also being a “Vesting Date”PSUs, the underlying Shares or any associated Dividend Equivalents. (f) If Participant's employment terminates (i) for any reason or in any circumstances other than those specified in Sections 3(b), (c), (d) and (e) above or (ii) for cause in the circumstances specified in Section 3(d) above, all other RSUs PSUs and any associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates by reason . For purposes of death or disability, the Shares subject to the RSUs shall continue to vest according to the schedule set forth in this Section 1(a3(f), notwithstanding such termination “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of employment. (e) If Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), a felony under the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as laws of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares United States or any associated Dividend Equivalents. state or district (gor the equivalent in any foreign jurisdiction); or (z) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any material violation of the rights or privileges Company's code of a shareholder of the Company conduct, as in respect of any Shares subject effect from time to the RSUs unless and until such Shares have been issued to Participanttime.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant Grant Date (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). (b) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If Participant’s employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”), the number of Shares subject to the RSUs that would have vested within 12 months of termination of Participant’s active employment shall vest as of the date of termination of active service (such date also being a “Vesting Date”) and all other RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment employment, and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. In the event Participant's employer ceases to be an Affiliate (as defined in the Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (d) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”); however, if Participant has attained age 55 with at least 5 years of service as of such date, the Shares subject to the RSUs that have not yet vested shall continue to vest in accordance with Section 1(f) below. (e) If Participant’s employment terminates by reason of death or disability, the Shares subject to the RSUs that have not yet vested shall continue to vest according to as of the schedule set forth in Section 1(a), notwithstanding date of such termination of employmentemployment (such date also being a “Vesting Date”). (f) Notwithstanding the provisions of Section 1(c) through (e) If above, if Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (fg) Notwithstanding the provisions of Section 1(f) above, if Participant’s employment terminates due to death, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”). (h) If Participant’s employment terminates (i) for any reason or in any circumstances other than those specified in Sections Section 1(c), ) through (dg) and above or (eii) for cause in the circumstances specified in Section 1(f) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. For purposes of this Section 1(h), “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the Company’s code of conduct, as in effect from time to time. (gi) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. However, if the RSUs are considered an item of deferred compensation under Section 409A of the Code and the Shares are distributable by reason of a Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) during the period that Participant is both subject to U.S. federal income taxation and a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any Shares that would otherwise be issuable during the 6 month period immediately following Participant’s separation from service will be issued on the first day of the 7th month following Participant’s separation from service (or, if Participant dies during such period, within 30 days after Participant’s death). Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs PSUs shall vest in three equal installments on each of accordance with the first three anniversaries of performance vesting conditions set forth in the date of grant (each anniversary being a “Vesting Date”), attached Appendix A and subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).additional vesting requirements: (ba) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, that (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs PSUs vest. (cb) If Participant’s employment terminates involuntarily by reason of (i) a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”)) or (ii) job elimination, substantial change in the nature of Participant’s position or job relocation, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of Shares subject to days during the RSUs Performance Period that would have vested within 12 months of termination of Participant’s active employment Participant was actively employed by the Company or an Affiliate, shall vest as of the date of termination of active service (such date also being a “Vesting Date”) and all vest. All other RSUs PSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. In the event Participant’s employer ceases to be an Affiliate (as defined in the Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (c) If Participant’s employment terminates by reason of death or Disability, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured between January 1, 2019, and the end of the calendar quarter in which such termination of employment takes place and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates by reason of death or disability, the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (e) If Participant’s employment terminates after attainment of age 55 with at least 5 years of service with the Company and any Affiliate (“Retirement”)) a pro-rated number of Shares, based on the Shares subject fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest; provided however, that in the event a Participant terminates pursuant to this Section 3(d) and commences full-time employment with another employer (other than with a not-for-profit organization) following this Retirement (to the RSUs shall continue to vest according to extent determined in the schedule set forth in Section 1(asole discretion of the Company), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs PSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. For the avoidance of any doubt, the provisions contained in Sections 3(b), (c) and (e) shall prevail over the provisions contained in this Section 3(d) without regard to whether a Participant meets the eligibility requirements of a Retirement as of the date of the Participant’s employment termination. (e) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (gf) On If Participant’s employment is terminated (i) for any reason or as soon as administratively practicable following each Vesting Datein any circumstances other than those specified in Sections 3(b), (c), (d) and (e) above or (ii) for cause in the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.circumstances specified below all

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs PSUs shall vest in three equal installments on each of accordance with the first three anniversaries of performance vesting conditions set forth in the date of grant (each anniversary being a “Vesting Date”), attached Appendix A and subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).additional vesting requirements: (ba) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, that (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs PSUs vest. (cb) If Participant’s employment terminates involuntarily by reason of (i) a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”)) or (ii) job elimination, substantial change in the nature of Participant’s position or job relocation, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares subject to the RSUs that would have vested within 12 months of termination of or any associated Dividend Equivalents. (c) If Participant’s active employment shall vest as terminates by reason of death or disability, a pro-rated number of Shares, based on the fulfillment of the date performance vesting conditions at target level performance and the number of termination days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates after attainment of active age 55 with at least 5 years of service (“Retirement”), a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such date also being PSUs, the underlying Shares or any associated Dividend Equivalents. (e) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of the Allegion Spinoff (i.e., December 1, 2014), a “Vesting Date”pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (f) If Participant’s employment terminates (i) for any reason or in any circumstances other than those specified in Sections 3(b), (c), (d) and (e) above or (ii) for cause in the circumstances specified in Section 3(d) above, all other RSUs PSUs and any associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. . For purposes of this Section 3(f), “cause” shall mean (dx) If Participantany action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the Company’s employment terminates by reason code of death or disabilityconduct, as in effect from time to time. On a date as soon as practicable following the end of the Performance Period, the Shares subject Committee shall certify the extent to which the RSUs shall continue to vest according to the schedule performance vesting conditions set forth in Section 1(a), notwithstanding such termination of employment. Appendix A have been met (e) If Participant’s employment terminates after attainment of age 55 with at least 5 years of service (the “RetirementCertification Date”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (g) On or as . As soon as administratively practicable following each Vesting Datethereafter, the Company shall cause to be issued to Participant Shares with respect to the RSUs any PSUs that become became vested on the Certification Date, provided that Participant was employed by the Company or an Affiliate on such Vesting Datedate (unless otherwise provided in Sections 3(b), (d) or (e) above). Such Notwithstanding the foregoing, the Committee has the sole discretion to make downward adjustments to the award amount determined pursuant to Appendix A, including an adjustment such that no Shares are issued to Participant, regardless of the fulfillment of the performance vesting conditions set forth in Appendix A. Notwithstanding the foregoing, if the Participant’s employment terminates in the circumstances set forth in Section 3(c) above, then on or as soon as practicable after such termination of employment, the Company shall cause to be issued to Participant Shares with respect to any PSUs that became vested pursuant to such section. Shares issued pursuant to this Section 3(g) shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs PSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant Grant Date (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code). (b) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest interest, and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If Participant’s employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”), the number of Shares subject to the RSUs that would have vested within 12 months of following the termination of Participant’s active employment shall vest as of the date of termination of active service employment (such date also being a “Vesting Date”) and all other RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment employment, and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. In the event Participant’s employer ceases to be an Affiliate (as defined in the Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (d) If Participant’s employment terminates by reason due to an Involuntary Loss of death or disabilityJob that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, the Shares subject to the RSUs that have not yet vested shall continue to vest according to as of the schedule set forth in Section 1(a), notwithstanding date of such termination of employmentemployment (such date also being a “Vesting Date”). (e) If Participant’s employment terminates by reason of Disability, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”). (f) Notwithstanding the provisions of Section 1(c) through (e) above, if Participant’s employment terminates after attainment of age 55 with at least 5 years of service with the Company and any Affiliate (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (fg) Notwithstanding the provisions of Section 1(f) above, if Participant’s employment terminates due to death, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”). (h) If Participant’s employment terminates is terminated (i) for any reason or in any circumstances other than those specified in Sections Section 1(c), ) through (dg) and above or (eii) aboveby the Company for cause in the circumstances specified below, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. For purposes of this Section 1(h), “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the Company’s code of conduct, as in effect from time to time. (gi) On or as soon as administratively practicable following each Vesting DateDate (or within thirty (30) days thereof), the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. However, if the RSUs are considered an item of deferred compensation under Section 409A of the Code and the Shares are distributable at a time or times by reference to a Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) and Participant on the date of the Participant’s separation from service is both subject to U.S. federal income taxation and a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any Shares that would otherwise be issuable during the 6-month period commencing on Participant’s separation from service will be issued on the first day of the 7th month following Participant’s separation from service (or, if Participant dies during such period, within 30 days after Participant’s death). Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code)____. (b) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If Participant’s employment terminates involuntarily by reason of a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”), the number of Shares subject to the RSUs that would have vested within 12 months of termination of Participant’s active employment shall vest as of the date of termination of active service (such date also being a “Vesting Date”) and all other RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment employment, and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. In the event Participant's employer ceases to be an Affiliate (as defined in the Plan) as a result of a Major Restructuring, this will not constitute a Group Termination Event. (d) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of a Major Restructuring, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”); however, if Participant has attained age 55 with at least 5 years of service as of such date, the Shares subject to the RSUs that have not yet vested shall continue to vest in accordance with Section 1(f) below. (e) If Participant’s employment terminates by reason of death or disability, the Shares subject to the RSUs that have not yet vested shall continue to vest according to as of the schedule set forth in Section 1(a), notwithstanding date of such termination of employmentemployment (such date also being a “Vesting Date”). (f) Notwithstanding the provisions of Section 1(c) through (e) If above, if Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (fg) Notwithstanding the provisions of Section 1(f) above, if Participant’s employment terminates due to death, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of employment (such date also being a “Vesting Date”). (h) If Participant’s employment terminates (i) for any reason or in any circumstances other than those specified in Sections Section 1(c), ) through (dg) and above or (eii) for cause in the circumstances specified in Section 1(f) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. For purposes of this Section 1(h), “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of a felony under the laws of the United States or any state or district (or the equivalent in any foreign jurisdiction); or (z) any material violation of the Company’s code of conduct, as in effect from time to time. (gi) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. However, if the RSUs are considered an item of deferred compensation under Section 409A of the Code and the Shares are distributable by reason of a Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) during the period that Participant is both subject to U.S. federal income taxation and a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any Shares that would otherwise be issuable during the 6 month period immediately following Participant’s separation from service will be issued on the first day of the 7th month following Participant’s separation from service (or, if Participant dies during such period, within 30 days after Participant’s death). Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of This provision replaces Section 409A(a)(2)(A)(i1(f) of the Code). Restricted Stock Unit Award Agreement: Except as otherwise provided in Section 1(c) through (be) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”)above, provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If if Participant’s employment terminates involuntarily by reason due to retirement under the retirement provisions of a group termination local law in Participant’s country (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination EventRetirement”), then a pro-rated number of RSUs, determined by (i) multiplying by the number of Shares subject days in the calendar year of the Grant Date during which Participant was employed by the Company or any Affiliate, and (ii) dividing by the number of days in the corresponding calendar year (the “Retirement Vesting Benefit”), shall continue to vest according to the RSUs that would have vested within 12 months of schedule set forth in Section 1(a), notwithstanding such termination of Participant’s active employment; provided however, that in the event a Retirement-eligible Participant terminates pursuant to this Section 1(f) and commences full-time employment shall vest as with a competitor following termination (to the extent determined in the sole discretion of the date Company), then, unless prohibited under the laws of termination of active service (such date also being a “Vesting Date”) and any applicable jurisdiction, all other unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. Equivalents (dthe “Post-Retirement Condition”). Service with the Company or any of its Affiliates while the Company was known by the name Xxxxxxxxx-Xxxx plc shall be deemed service with the Company and its Affiliates for purposes of this Section 1(f). For the avoidance of doubt, (A) If subject to the Post-Retirement Condition, the Retirement Vesting Benefit will result in the continued vesting of all unvested RSUs if Participant’s employment terminates by reason of death or disability, due to Retirement following the Shares subject calendar year in which the Grant Date occurs and (B) the Post-Retirement Condition shall not apply to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (e) If Participant’s Retirement-eligible Participants whose employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified is terminated under circumstances described in Sections 1(c), (d) ), and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents). (g) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs PSUs shall vest in three equal installments on each of accordance with the first three anniversaries of performance vesting conditions set forth in the date of grant (each anniversary being a “Vesting Date”), attached Appendix A and subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).additional vesting requirements: (ba) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, that (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs PSUs vest. (cb) If Participant’s employment terminates involuntarily by reason of (i) a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”)) or (ii) job elimination, substantial change in the nature of Participant’s position or job relocation, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares subject to the RSUs that would have vested within 12 months of termination of or any associated Dividend Equivalents. (c) If Participant’s active employment shall vest as terminates by reason of death or disability, a pro-rated number of Shares, based on the fulfillment of the date performance vesting conditions at target level performance and the number of termination days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates after attainment of active age 55 with at least 5 years of service (“Retirement”), a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such date also being PSUs, the underlying Shares or any associated Dividend Equivalents. (e) If Participant’s employment terminates due to an Involuntary Loss of Job that occurs between the Grant Date and the first anniversary of completion of the Allegion Spinoff (i.e., December 1, 2014), a “Vesting Date”pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(g) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (f) If Participant’s employment terminates (i) for any reason or in any circumstances other than those specified in Sections 3(b), (c), (d) and (e) above or (ii) for cause in the circumstances specified in Section 3(d) above, all other RSUs PSUs and any associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. (d) If Participant’s employment terminates by reason . For purposes of death or disability, the Shares subject to the RSUs shall continue to vest according to the schedule set forth in this Section 1(a3(f), notwithstanding such termination “cause” shall mean (x) any action by Participant involving willful malfeasance or willful gross misconduct having a demonstrable adverse effect on the Company or an Affiliate; (y) Participant being convicted of employment. (e) If Participant’s employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), a felony under the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as laws of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares United States or any associated Dividend Equivalents. state or district (gor the equivalent in any foreign jurisdiction); or (z) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any material violation of the rights or privileges Company’s code of a shareholder of the Company conduct, as in respect of any Shares subject effect from time to the RSUs unless and until such Shares have been issued to Participanttime.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs shall vest in three equal installments on each of the first three anniversaries of the date of grant (each anniversary being a “Vesting Date”), subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of This provision replaces Section 409A(a)(2)(A)(i1(f) of the Code). Restricted Stock Unit Award Agreement: Except as otherwise provided in Section 1(c) through (be) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid (“Dividend Equivalent”)above, provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs vest. (c) If if Participant’s employment terminates involuntarily by reason due to retirement under the retirement provisions of a group termination local law in Participant’s country (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination EventRetirement”), then a pro-rated number of RSUs, determined by (i) multiplying by the number of Shares subject days in the calendar year of the Grant Date during which Participant was employed by the Company or any Affiliate, and (ii) dividing by the number of days in the corresponding calendar year (the “Retirement Vesting Benefit”), shall continue to vest according to the RSUs that would have vested within 12 months of schedule set forth in Section 1(a), notwithstanding such termination of Participant’s active employment; provided however, that in the event a Retirement-eligible Participant terminates pursuant to this Section 1(f) and commences full-time employment shall vest as with a competitor following termination (to the extent determined in the sole discretion of the date Company), then, unless prohibited under the laws of termination of active service (such date also being a “Vesting Date”) and any applicable jurisdiction, all other unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. Equivalents (dthe “Post-Retirement Condition”). Service with the Company or any of its Affiliates while the Company was known by the name Xxxxxxxxx-Xxxx plc shall be deemed service with the Company and its Affiliates for purposes of this Section 1(f). For the avoidance of doubt, (A) If subject to the Post-Retirement Condition, the Retirement Vesting Benefit will result in the continued vesting of all unvested RSUs if Participant’s employment terminates by reason of death or disability, due to Retirement following the Shares subject calendar year in which the Grant Date occurs and (B) the Post-Retirement Condition shall not apply to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (e) If Participant’s Retirement-eligible Participants whose employment terminates after attainment of age 55 with at least 5 years of service (“Retirement”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified is terminated under circumstances described in Sections 1(c), (d) ), and (e) above). Foreign Asset / Account Reporting Information. Participant is required to report any bank or brokerage accounts held outside of Belgium in his or her annual tax return. In a separate report, all unvested RSUs Participant is required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and associated Dividend Equivalents shall country in which any such account was opened). This report, as well as additional information on how to complete it, can be forfeited as found on the website of the date National Bank of termination of active employment and Participant shall have no right to or interest in such RSUsBelgium, xxx.xxx.xx, under the underlying Shares or any associated Dividend EquivalentsKredietcentrales / Centrales des crédits caption. (g) On or as soon as administratively practicable following each Vesting Date, the Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested on such Vesting Date. Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.

Vesting and Issuance of Shares; Dividend Equivalents. (a) Participant’s right to receive Shares subject to the RSUs PSUs shall vest in three equal installments on each of accordance with the first three anniversaries of performance vesting conditions set forth in the date of grant (each anniversary being a “Vesting Date”), attached Appendix A and subject to Participant’s continued employment with the Company or an Affiliate on each such anniversary. Except as provided in Sections 1(d) and 1(e) below, no RSUs shall vest following Participant’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).additional vesting requirements: (ba) Participant shall be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU PSU held by Participant when such dividend is paid (“Dividend Equivalent”), provided that, (i) Participant shall have no right to receive the Dividend Equivalents unless and until the associated RSUs PSUs vest, (ii) Dividend Equivalents shall not accrue interest and (iii) Dividend Equivalents shall be paid in cash at the time that the associated RSUs PSUs vest. (ca) If Participant’s employment terminates involuntarily by reason of (i) a group termination (including, but not limited to, terminations resulting from sale of a business or division, outsourcing of an entire function, reduction in workforce or closing of a facility) (a “Group Termination Event”)) or (ii) job elimination, substantial change in the nature of Participant’s position or job relocation, a pro-rated number of Shares, based on the fulfillment of the performance vesting conditions as measured at the end of the Performance Period and determined by the Committee in Section 3(f) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares subject to or any associated Dividend Equivalents. (b) If Participant’s employment terminates by reason of death or disability, a pro-rated number of Shares, based on the RSUs fulfillment of the performance vesting conditions as measured between [insert the date that would have vested within 12 months is the beginning of the performance period] and the end of the calendar quarter in which such termination of employment takes place and determined by the Committee in Section 3(f) below and the number of days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (c) If Participant’s active employment shall vest as terminates after attainment of age 55 with at least 5 years of service (“Retirement”), a pro-rated number of Shares, based on the fulfillment of the date performance vesting conditions as measured at the end of termination the Performance Period and determined by the Committee in Section 3(f) below and the number of active service days during the Performance Period that Participant was actively employed by the Company or an Affiliate, shall vest. All other PSUs and associated Dividend Equivalents shall be forfeited and Participant shall have no right to or interest in such PSUs, the underlying Shares or any associated Dividend Equivalents. (such date also being a “Vesting Date”d) If Participant’s employment terminates for any reason other than those specified in Sections 3(b) and (c) and (d) above, all other RSUs PSUs and any associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUsPSUs, the underlying Shares or any associated Dividend Equivalents. (de) If On a date as soon as practicable following the end of the Performance Period or, in the case of Section 3(c), the end of the calendar quarter in which Participant’s employment terminates by reason of death or disabilityis terminated, the Shares subject Committee shall certify the extent to which the RSUs shall continue to vest according to the schedule performance vesting conditions set forth in Section 1(a), notwithstanding such termination of employment. Appendix A have been met (e) If Participant’s employment terminates after attainment of age 55 with at least 5 years of service (the “RetirementCertification Date”), the Shares subject to the RSUs shall continue to vest according to the schedule set forth in Section 1(a), notwithstanding such termination of employment. (f) If Participant’s employment terminates for any reason other than those specified in Sections 1(c), (d) and (e) above, all unvested RSUs and associated Dividend Equivalents shall be forfeited as of the date of termination of active employment and Participant shall have no right to or interest in such RSUs, the underlying Shares or any associated Dividend Equivalents. (g) On or as . As soon as administratively practicable following each Vesting Datethereafter, the Company shall cause to be issued to Participant Shares with respect to the RSUs any PSUs that become became vested on the Certification Date, provided that Participant was employed by the Company or an Affiliate on such Vesting Datedate (unless otherwise provided in Sections 3(b), (c) or (d) above). Such Shares shares shall be fully paid and non-assessable. Notwithstanding the foregoing, the Committee has the sole discretion to make downward adjustments to the award amount determined pursuant to Appendix A, including an adjustment such that no Shares are issued to Participant, regardless of the fulfillment of the performance vesting conditions set forth in Appendix A. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs PSUs unless and until such Shares have been issued to Participant.