Common use of Vesting and Restrictions Clause in Contracts

Vesting and Restrictions. (a) Except as provided in Sections 2(b) and 2(c) below and otherwise provided pursuant to the acceleration provisions of the Plan, the RSU Award shall become vested as follows: 25% of the RSU Award will vest on each of the first, second, third and fourth anniversary of the Award Date (each, a “Vesting Date”) (which amount may be rounded to avoid fractional RSU Shares), provided the Holder remains continuously employed by, or providing services to, the Corporation or one of its Subsidiaries from the Award Date through (and including) each such respective Vesting Date. (b) Notwithstanding Section 2(a) or anything else in this Agreement to the contrary, in the event the Holder dies or becomes Disabled, all of the Holder’s unvested and outstanding RSUs subject to the RSU Award shall immediately become vested. (c) Notwithstanding Section 2(a) or anything else in this Agreement to the contrary, in the event of the Holder’s termination of employment or service (i) by the Corporation or its Subsidiaries without Cause or (ii) on account of a resignation by the Executive for Good Reason, the Holder shall immediately be vested in any unvested and outstanding RSUs subject to the RSU Award that the Vesting Date for which is scheduled to occur within twelve months of the Holder’s date of termination of employment. Any portion of the RSUs subject to the RSU Award that are outstanding and unvested (after taking into account any accelerated vesting hereunder) on the date of the Holder’s termination of employment with the Corporation or its Subsidiaries shall immediately be cancelled with no compensation due to the Holder, and the Holder shall have no rights with respect to such RSUs. (d) Except as provided above or in the Plan, if the Holder’s employment or service with the Corporation or its Subsidiaries terminates prior to the Vesting Date of any RSUs subject to the RSU Award, any RSUs which were not theretofore vested shall be cancelled with no compensation due to the Holder, and the Holder shall have no rights with respect to such RSUs.

Vesting and Restrictions. (a) Restrictions shall be imposed on a transfer of the Shares issued pursuant to the Restricted Stock Award, and such Shares shall be subject to risk of forfeiture, as follows: Except as provided in Sections 2(b) and 2(c) below and otherwise provided pursuant to the acceleration provisions of the Plan, the RSU Shares issued pursuant to the Restricted Stock Award shall become vested as follows: 25% vested, and the restrictions with respect to such Shares shall lapse, in twelve (12) equal installments on the last day of the RSU Award will vest on each of the first, second, third and fourth anniversary of the Award Date calendar quarter (each, a “Vesting Date”) (which amount may be rounded to avoid fractional RSU Shares)starting March 31, 2015; provided the Holder remains continuously employed by, by or providing services to, to the Corporation or one of its Subsidiaries a Subsidiary from the Award Date through (and including) including each such respective Vesting Date. (b) Notwithstanding Section 2(a) or anything else in this Agreement . Restrictions shall be imposed on any transfer of the Shares subject to the contrary, Restricted Stock Award until such time as the Shares shall become vested in the event the Holder dies or becomes Disabled, all of accordance with this Section 2. If the Holder’s unvested employment or service with the Corporation and outstanding RSUs its Subsidiaries terminates prior to the date on which the Shares subject to the RSU Restricted Stock Award shall immediately become vested. , any Shares (cand any dividends, distributions and adjustments with respect thereto) Notwithstanding Section 2(a) or anything else in this Agreement which were not theretofore vested shall be forfeited and the purchase price paid therefor shall be returned to the contrary, in the event of the Holder’s termination of employment or service (i) by the Corporation or its Subsidiaries without Cause or (ii) on account of a resignation by the Executive for Good Reason, the Holder . No further compensation shall immediately be vested in any unvested and outstanding RSUs subject to the RSU Award that the Vesting Date for which is scheduled to occur within twelve months of the Holder’s date of termination of employment. Any portion of the RSUs subject to the RSU Award that are outstanding and unvested (after taking into account any accelerated vesting hereunder) on the date of the Holder’s termination of employment with the Corporation or its Subsidiaries shall immediately be cancelled with no compensation due to the Holder, Holder with respect to such Shares and the Holder shall have no rights with respect to such RSUs. (d) Except as provided above Shares. Any other applicable restrictions or in conditions under the Plan, if requirements of any stock exchange upon which the Holder’s employment or service with the Corporation or its Subsidiaries terminates prior Shares issued pursuant to the Vesting Date Restricted Stock Award or shares of the same class are then listed, and under any RSUs subject securities law applicable to the RSU Awardsuch Shares, any RSUs which were not theretofore vested shall be cancelled with no compensation due to the Holder, and the Holder shall have no rights with respect to such RSUsimposed. Unvested Shares may not be transferred in any manner.

Vesting and Restrictions. (a) Except as provided in Subject to Sections 2(b), 2(c), 2(d) and 2(c2(e) below and otherwise provided pursuant to the acceleration provisions of the Planhereof, the RSU Award shall become vested as follows: 25% of the RSU Award will vest on each of January 1, 2019 (the first, second, third and fourth anniversary of the Award Date (each, a “Vesting Date”) (which amount may be rounded to avoid fractional RSU Shares), provided that the Holder remains continuously employed by, or providing services to, by the Corporation or one of its Subsidiaries a Subsidiary from the Award Date through (and including) each such respective the Vesting Date. (b) Notwithstanding the provisions of Section 2(a) or anything else in this Agreement to the contraryhereof, in the event the Holder dies or becomes Disabled, all of the Holder’s unvested death or Disability, the Holder shall immediately be vested in all of the RSUs subject to 1 Form to be used for participants other than Mxxxxxx Xxxxxxxxx NY 76214132v6 the RSU Award, and outstanding the RSU Award shall be payable in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 2(a) hereof, in the event [(i)] the Holder is terminated by the Corporation and/or Subsidiary without Cause, [or (ii) the Holder’s employment with the Corporation and/or Subsidiary is terminated by the Holder by reason of the Holder’s resignation for Good Reason,]2 the Holder shall immediately be vested (and such vested portion of the RSU Award shall be payable in accordance with the terms of this Agreement) as to (x) 1/3rd (one-third) of the RSUs subject to the RSU Award if such termination is in 2016, (y) 2/3rd (two-thirds) of the RSUs subject to the RSU Award if such termination is in 2017 and (z) all of the RSUs subject to the RSU Award if such termination is in 2018. (d) Notwithstanding the provisions of Section 2(a) and Section 2(c) hereof or the Plan, in the event [(i)] the Holder is terminated by the Corporation and/or Subsidiary (or a successor) without Cause, [or (ii) the Holder’s employment with the Corporation and/or Subsidiary is terminated by the Holder by reason of the Holder’s resignation for Good Reason,]3 upon, or within twelve (12) months following, a Change of Control and/or a Sale, the Holder shall immediately be vested in all of the RSUs subject to the RSU Award, and the RSU Award shall be payable in accordance with the terms of this Agreement. Unless provided for by the Committee at the time of a Change of Control and/or Sale, the RSUs subject to the RSU Award shall not vest upon a Change of Control and/or a Sale, except as provided in the immediately become vestedforegoing sentence. (ce) Notwithstanding Section 2(a) or anything else in this Agreement to the contrary, in In the event of the Holder’s termination of employment for any reason other than the circumstances set forth in Section 2(b), Section 2(c) or service (iSection 2(d) by the Corporation or its Subsidiaries without Cause or (ii) on account of a resignation by the Executive for Good Reason, the Holder shall immediately be vested in any unvested and outstanding RSUs subject prior to the RSU Award that the Vesting Date for which is scheduled to occur within twelve months of the Holder’s date of termination of employment. Any portion of Date, the RSUs subject to the RSU Award that are outstanding and unvested (after taking into account any accelerated vesting hereunder) on the date of the Holder’s termination of employment with the Corporation or its Subsidiaries shall immediately be cancelled with no compensation due to the Holder, and the Holder shall have no rights with respect to such RSUs. (d) Except as provided above or in the Plan, if the Holder’s employment or service with the Corporation or its Subsidiaries terminates prior to the Vesting Date of any RSUs subject to the RSU Award, any RSUs which were not theretofore vested shall be cancelled with no compensation due to the Holder, and the Holder shall have no rights or interests with respect to such RSUs.

Vesting and Restrictions. (a) Except as provided in Subject to Sections 2(b), 2(c) and 2(c2(d) below and otherwise provided pursuant to the acceleration provisions of the Planhereof, the RSU Award shall become vested as follows: 25% of the RSU Award will vest on each of January 1, 2019 (the first, second, third and fourth anniversary of the Award Date (each, a “Vesting Date”) (which amount may be rounded to avoid fractional RSU Shares), provided that the Holder remains continuously employed by, or providing services to, by the Corporation or one of its Subsidiaries a Subsidiary from the Award Date through (and including) each such respective the Vesting Date. (b) Notwithstanding the provisions of Section 2(a) or anything else in this Agreement to the contraryhereof, in the event the Holder dies or becomes Disabled, all (i) of the Holder’s unvested death or Disability, (ii) the Holder is terminated by the Corporation and/or Subsidiary without Cause, or (iii) the Holder’s employment with the Corporation and/or Subsidiary is terminated by the Holder by reason of the Holder’s resignation for Good Reason, NY 76215285v4 the Holder shall immediately be vested in all of the RSUs subject to the RSU Award, and outstanding the RSU Award shall be payable in accordance with the terms of this Agreement. (c) Notwithstanding the provisions of Section 2(a) and Section 2(c) hereof or the Plan in the event (i) the Holder is terminated by the Corporation and/or Subsidiary (or a successor) without Cause, or (ii) the Holder’s employment with the Corporation and/or Subsidiary is terminated by the Holder by reason of the Holder’s resignation for Good Reason, upon, or within twelve (12) months following, a Change of Control and/or a Sale, the Holder shall immediately be vested in all of the RSUs subject to the RSU Award, and the RSU Award shall be payable in accordance with the terms of this Agreement. Unless otherwise provided by the Committee at the time of a Change of Control and/or Sale, the RSUs subject to the RSU Award shall not vest upon a Change of Control and/or Sale, except as provided in the immediately become vestedforegoing sentence. (cd) Notwithstanding Section 2(a) or anything else in this Agreement to the contrary, in In the event of the Holder’s termination of employment for any reason other than the circumstances set forth in Section 2(b) or service (i2(c) by the Corporation or its Subsidiaries without Cause or (ii) on account of a resignation by the Executive for Good Reason, the Holder shall immediately be vested in any unvested and outstanding RSUs subject prior to the RSU Award that the Vesting Date for which is scheduled to occur within twelve months of the Holder’s date of termination of employment. Any portion of Date, the RSUs subject to the RSU Award that are outstanding and unvested (after taking into account any accelerated vesting hereunder) on the date of the Holder’s termination of employment with the Corporation or its Subsidiaries shall immediately be cancelled with no compensation due to the Holder, and the Holder shall have no rights with respect to such RSUs. (d) Except as provided above or in the Plan, if the Holder’s employment or service with the Corporation or its Subsidiaries terminates prior to the Vesting Date of any RSUs subject to the RSU Award, any RSUs which were not theretofore vested shall be cancelled with no compensation due to the Holder, and the Holder shall have no rights or interests with respect to such RSUs.

Vesting and Restrictions. Restrictions shall be imposed on a transfer of the Shares issued pursuant to the Restricted Stock Award, and such Shares shall be subject to risk of forfeiture, as follows: (a) Except as provided in Sections Subject to Section 2(b) and 2(c) below and except as otherwise provided pursuant to the acceleration provisions of the Plan, the RSU Shares issued pursuant to the Restricted Stock Award shall become vested as follows: 25% vested, and the restrictions with respect to such Shares shall lapse, in twelve (12) equal installments on the last day of the RSU Award will vest on each of the first, second, third and fourth anniversary of the Award Date calendar quarter (each, a “Vesting Date”) (which amount may be rounded to avoid fractional RSU Shares)starting December 31, 2014; provided the Holder remains continuously employed by, by or providing services to, to the Corporation or one of its Subsidiaries a Subsidiary from the Award Date through (and including) including each such respective Vesting Date. (b) Notwithstanding Section 2(a) or anything else in this Agreement to the contrary, in the event of the Holder dies Holder’s death, Disability, termination of employment by the Corporation without Cause or becomes Disabledthe Holder’s termination of employment on account of a resignation for Good Reason, all of the Holder’s outstanding and unvested and outstanding RSUs Shares subject to the RSU Restricted Stock Award shall immediately become vestedvest and the restrictions with respect to such Shares shall lapse. (c) Notwithstanding Section 2(a) or anything else in this Agreement Restrictions shall be imposed on any transfer of the Shares subject to the contraryRestricted Stock Award until such time as the Shares shall become vested in accordance with this Section 2. Except as provided in Section 2(b), in the event of if the Holder’s termination of employment or service (i) by with the Corporation or and its Subsidiaries without Cause or (ii) terminates prior to the date on account of a resignation by which the Executive for Good Reason, the Holder shall immediately be vested in any unvested and outstanding RSUs Shares subject to the RSU Restricted Stock Award that become vested, any Shares (and any dividends, distributions and adjustments with respect thereto) which were not theretofore vested shall be forfeited and the Vesting Date for which is scheduled purchase price paid therefor shall be returned to occur within twelve months of the Holder’s date of termination of employment. Any portion of the RSUs subject to the RSU Award that are outstanding and unvested (after taking into account any accelerated vesting hereunder) on the date of the Holder’s termination of employment with the Corporation or its Subsidiaries No further compensation shall immediately be cancelled with no compensation due to the Holder, Holder with respect to such Shares and the Holder shall have no rights with respect to such RSUs. (d) Except as provided above Shares. Any other applicable restrictions or in conditions under the Plan, if requirements of any stock exchange upon which the Holder’s employment or service with the Corporation or its Subsidiaries terminates prior Shares issued pursuant to the Vesting Date Restricted Stock Award or shares of the same class are then listed, and under any RSUs subject securities law applicable to the RSU Awardsuch Shares, any RSUs which were not theretofore vested shall be cancelled with no compensation due to the Holder, and the Holder shall have no rights with respect to such RSUsimposed. Unvested Shares may not be transferred in any manner.