Common use of Vesting and Settlement of PSUs Clause in Contracts

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1) or (D)(4) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(2), (C)(3) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), (D)(3), (D)(4) or (D)(3D)(5) below; or (iii) in the case of settlement in accordance with Section (C)(1) or (D)(4D)(6) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(1), (C)(2), (C)(3) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2015 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(2C)(1), (C)(3C)(2) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) applicable Vesting Date shown below and compliance with, and subject to, the terms and conditions of this Award Agreement, the PSUs will be eligible to vest as follows on the “Vesting Date” indicated below: Except as otherwise provided in Section (C) or (D) below, the actual number of Shares, if any, that vest on each Vesting Date (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the applicable “Performance Period” (as defined and set forth in Exhibit A). As soon as administratively practicable following the Final Performance each Vesting Date but subject to Section (B)(3B)(2) below, the Committee shall certify the level of Performance Measures attained (the each such date, a “Determination Date”). The Participant’s Awarded SharesFor each Performance Period, if any, any PSUs that are eligible to vest with respect to such Performance Period but do not vest based on achievement of the Performance Measures shall be determined forfeited as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A.applicable Vesting Date. (32) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the applicable Determination Date, but in no event later than March 15, 2019 15 immediately following the applicable Vesting Date (the each a “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (43) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (54) If, after the Date of Award and prior to the applicable Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Periodperiod beginning with the Date of Award and ending with the applicable Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1) or (D) below, if applicable), multiplied by the number of Awarded SharesShares relating to such Determination Date. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the applicable Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (65) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the applicable Determination Date; (ii) the Final Performance applicable Vesting Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6B)(5) shall be made at the time specified under Section (B)(3B)(2), (B)(5B)(4), (C)(1), (C)(2), (C)(3) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2018 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(2C)(1), (C)(3C)(2) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2016 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(2), (C)(3C) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2022 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or 2019ROTCE 1 paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), (D)(3), (D)(4) or (D)(3D)(5) below; or (iii) in the case of settlement in accordance with Section (C)(1) or (D)(4D)(6) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(1), (C)(2), (C)(3) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2017 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(2C)(1), (C)(3C)(2) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2017 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(2), (C)(3C2) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) applicable Vesting Date shown below and compliance with, and subject to, the terms and conditions of this Award Agreement, the PSUs will be eligible to vest as follows on the “Vesting Date” indicated below: Except as otherwise provided in Section (C) or (D) below, the actual number of Shares, if any, that vest on each Vesting Date (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the applicable “Performance Period” (as defined and set forth in Exhibit A). As soon as administratively practicable following the Final Performance each Vesting Date but subject to Section (B)(3B)(2) below, the Committee shall certify the level of Performance Measures attained (the each such date, a “Determination Date”). The Participant’s Awarded SharesFor each Performance Period, if any, any PSUs that are eligible to vest with respect to such Performance Period but do not vest based on achievement of the Performance Measures shall be determined forfeited as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A.applicable Vesting Date. (32) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the applicable Determination Date, but in no event later than March 15, 2019 15 immediately following the applicable Vesting Date (the each a “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (43) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (54) If, after the Date of Award and prior to the applicable Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Periodperiod beginning with the Date of Award and ending with the applicable Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1) or (D) below, if applicable), multiplied by the number of Awarded SharesShares relating to such Determination Date. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the applicable Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (65) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the applicable Determination Date; (ii) the Final Performance applicable Vesting Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6B)(5) shall be made at the time specified under Section (B)(3B)(2), (B)(5B)(4), (C)(2C)(1), (C)(3) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2023 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to 2020ROTCE 1 receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), (D)(3), (D)(4) or (D)(3D)(5) below; or (iii) in the case of settlement in accordance with Section (C)(1) or (D)(4D)(6) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(1), (C)(2), (C)(3) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2016 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(2C)(1), (C)(3C)(2) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2020 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), (D)(3), (D)(4) or (D)(3D)(5) below; or (iii) in the case of settlement in accordance with Section (C)(1) or (D)(4D)(6) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(1), (C)(2), (C)(3) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), (D)(3), (D)(4) or (D)(3D)(5) below; or (iii) in the case of settlement in accordance with Section (C)(1) or (D)(4D)(6) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(1), (C)(2), (C)(3) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2018 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(2), (C)(3C2) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates any Subsidiary or affiliate (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2021 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), (D)(3), (D)(4) or (D)(3D)(5) below; or (iii) in the case of settlement in accordance with Section (C)(1) or (D)(4D)(6) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(1), (C)(2), (C)(3) or (D), as applicable.

Vesting and Settlement of PSUs. (1) Except as otherwise provided in Section (C) or (D) below, the final number of Shares actually awarded to the Participant with respect to the Target Number of PSUs granted, if any, (the “Awarded Shares”) shall be based on the attainment of specified levels of the “Performance Measures” (each as defined and set forth in Exhibit A) that have been achieved during the “Performance Period” (as defined and set forth in Exhibit A). (2) Except as otherwise provided in Section (C) or (D) below, subject to the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the last day of the Performance Period (the “Final Performance Date”) and compliance with, and subject to, the terms and conditions of this Award Agreement, as soon as administratively practicable following the Final Performance Date but subject to Section (B)(3) below, the Committee shall certify the level of Performance Measures attained (the “Determination Date”). The Participant’s Awarded Shares, if any, shall be determined as of the Determination Date in accordance with the terms and conditions set forth in Exhibit A. (3) Except as otherwise provided in Section (C)(1), (C)(2) or (D) below, the Awarded Shares, if any, shall be delivered to the Participant within thirty (30) days following the Determination Date, but in no event later than March 15, 2019 2015 (the “Settlement Date”), provided that the Settlement Date may be delayed, in the sole discretion of the Committee and in accordance with applicable law (including Section 409A (as defined below)), if the Committee is considering whether Section (L) applies to the Participant. (4) The Awarded Shares delivered to the Participant on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (5) If, after the Date of Award and prior to the Determination Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable) (the “Dividend Equivalent Period”), dividends with respect to the Awarded Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during the Dividend Equivalent Period, multiplied by the number of Awarded Shares. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of the Awarded Shares shall be paid in cash or Shares, as applicable, on the Settlement Date (or such other date Awarded Shares are settled in accordance with Section (C)(1), (C)(2) or (D) below, if applicable). (6) In the sole discretion of the Committee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of the Awarded Shares, the PSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of the Awarded Shares, determined on (i) the Determination Date; (ii) the Final Performance Date if settlement is in accordance with Section (C)(2), (D)(1), (D)(2), ) or (D)(3) below; or (iii) in the case of settlement in accordance with Section (C)(1), (D)(4) or (D)(4D)(5) below, the date of the Participant’s “Separation from Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the date of Disability, as applicable. Settlement under this Section (B)(6) shall be made at the time specified under Section (B)(3), (B)(5), (C)(2), (C)(3C) or (D), as applicable.