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

Vesting and Settlement of Restricted Stock Units. The Award vests and becomes non-forfeitable, subject to the calculation of the Settlement Amount (as defined below), in one installment of 100% of the Award on the last day of the Performance Period (the "Vesting Date"), provided that the Grantee remained in the continuous employ of the Company through the end of the Performance Period. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to the number of Restricted Stock Units specified in Section 1 above, on or before March 15th of the year immediately following the end of the Performance Period (such date of distribution, the "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein: (a) Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; (b) Xxxxxxx’s death; (c) the termination of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control; (d) the occurrence of a Change in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee prior to the Change in Control) or if the stock of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) above. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject to forfeitable in _____ installments beginning one year after the calculation of grant date. The award shall be calculated by multiplying the Settlement Amount (as defined below), in one installment of 100% of the Award specified percentage on the last day specified date by the initial number of the Performance Period Restricted Stock Units specified in Section 1 on this Agreement. · Installment One: ____ percent (the _____%) on ____________ · Installment Two: ____ percent (_____%) on ____________ · Installment Three: ____ percent (_____%) on ____________ Each date specified above will be a "Vesting Date"), ," provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to ________ percent (_________%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on _____________, ____________ percent (_____%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on __________, and ___________ percent (_____%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on _______, or before as soon thereafter as practicable, but in no event later than March 15th of the year immediately following the end of year in which the Performance Period applicable Vesting Date occurs (each such date of distribution, the a "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) deliver to the Grantee a certificate representing the number of Shares transferred to the Grantee as of that Settlement Date. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:): (a) XxxxxxxGrantee’s becoming disabled, as defined by Section 409A of the Code; (b) XxxxxxxGrantee’s death; (c) the termination A change in ownership or effective control of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees)Company, or (ii) for in the ownership of a reason consistent with substantial portion of the constructive termination provisions assets of the Company, within the meaning of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) 409A of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;Code; or (d) the occurrence of a Change Grantee’s unforeseeable emergency, as defined and not in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee prior to the Change in Control) or if the stock excess of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion amount permitted by Section 409A of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) aboveCode. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

Vesting and Settlement of Restricted Stock Units. The Award vests (a) Upon the vesting of the Award, as described in this Paragraph, the Company shall deliver for each Restricted Stock Unit that becomes vested, one share of Common Stock; provided, however, that the Company shall withhold from the Grantee at the time of delivery of the Common Stock the amount that the Company determines necessary to pay applicable withholding taxes as and becomes nonto the extent provided in Paragraph 10 below. Subject to Sub- paragraph 10(c), the Common Stock shall be delivered as soon as practicable following the applicable Vesting Date or event set forth below, but in any case, within thirty (30) days after such date or event. (b) Subject to Sub-forfeitableparagraphs 3(c), (d) and (e) and Paragraphs 4 and 5, as set forth in the Memorandum, one-third (1/3) of the total number of Restricted Stock Units subject to the calculation this Award shall become vested on each of the Settlement Amount first three (as defined below3) anniversaries of the Date of Grant (each, a “Vesting Date”), in one installment of 100% of the Award on the last day of the Performance Period (the "Vesting Date")each case, provided that so long as the Grantee remained in the continuous employ of remains employed with the Company or its subsidiaries through the end of the Performance Period. each such Vesting Date and such vested Restricted Stock Units shall be settled on in accordance with Sub-paragraph 3(a). (c) Notwithstanding Sub-paragraph 3(b), upon the basis of one Share for each Grantee’s death, the Award shall become immediately and fully vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal as to the number of Restricted Stock Units specified in Section 1 above, on or before March 15th of the year immediately following the end of the Performance Period (such date of distribution, the "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in the Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein: (a) Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; (b) Xxxxxxx’s death; (c) the termination of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;10.3 (d) the occurrence of a Change in ControlNotwithstanding Sub-paragraph 3(b), if after six (6) months of employment have been completed following the successor or surviving company does not assumeDate of Grant set forth in the Memorandum, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee and prior to the Change in Control) or if the stock date that all of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) abovehave vested, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) above. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any by reason not specified aboveof Retirement, all the portion of the Restricted Stock Units granted hereunder which have that is not then vested as shall continue to vest and be settled in accordance with the schedule set forth in Sub-paragraphs 3(a) and 3(b) above, subject to (i) the Grantee’s continued compliance with the provisions of this Agreement on each such date, including without limitation Paragraphs 4 and 5 hereof, (ii) the Grantee’s execution of a separation agreement and release of claims in a form determined by the Company and agreed with the Grantee (and executed by deed where appropriate), within the consideration period specified in such agreement following the date of such termination (such period ending on the date of such agreement’s execution, the “Consideration Period”) and the Grantee’s non-revocation of the execution of such agreement during the revocation period specified in such agreement following the expiration of the Consideration Period (the “Revocation Period”) and (iii) the Grantee’s successful completion of the Grantee’s transitional duties prior to the date of such termination; provided, that, (A) in the event of the Grantee’s death following the Grantee’s Retirement and prior to the final Vesting Date, the unvested portion of the Award shall immediately and fully vest and be settled in accordance with Sub-paragraphs 3(a) and 3(c) above, subject to any terms and conditions set forth in the Plan or imposed by the Committee and (B) in the event that any Vesting Date occurs following the date of such termination, but prior to the expiration of the Revocation Period, the Restricted Stock Units that would otherwise vest on such Vesting Date and be settled on or within thirty (30) days following such Vesting Date in accordance with Sub- paragraphs 3(a) and (b) shall instead vest and be settled on the date immediately following the expiration of the Revocation Period (or, if the Consideration Period and the Revocation Period could span two (2) calendar years, the Restricted Stock Units shall be vested and settled on the first regularly scheduled payroll date during the second calendar year). For purposes of this Agreement, “Retirement” shall mean termination of employment shall upon at least six (6) months of prior written notice by the Grantee to the Grantee’s direct manager at the Company, and other than for Cause (as defined in the Plan), provided that the Grantee has satisfied at the time of notice any of the following: (i) on or after the attainment of fifty-five (55) years of age and ten (10) full continuous years of service, (ii) on or after the attainment of sixty (60) years of age and five (5) full continuous years of service or (iii) on or after the attainment of sixty-five (65) years of age and two (2) full continuous years of service, in each case, as determined by the Company’s HRIS. Notwithstanding the foregoing, if (i) the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would result in the favorable treatment that applies to the Award under this Sub-paragraph 3(d) being deemed unlawful, or (ii) any of the restrictive covenants set forth in the provisions of Paragraphs 4 and/or 5 hereof are held by any court or government authority (or otherwise deemed) to be permanently forfeited on such termination datevoid, unlawful or unenforceable as written with respect to the Grantee, the provisions of Sub-paragraph 3(d) will not be applicable to the Grantee and the remaining provisions of Paragraph 3 will govern.

Vesting and Settlement of Restricted Stock Units. The Award vests and becomes non-forfeitable, subject to the calculation of the Settlement Amount (as defined below), in one installment of 100% of the Award on the last day of the Performance Period (the "Vesting Date"), provided that the Grantee remained in the continuous employ of the Company through the end of the Performance Period. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to the number of Restricted Stock Units specified in Section 1 above, on or before March 15th of the year immediately following the end of the Performance Period (such date of distribution, the "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein: (a) Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; (b) Xxxxxxx’s death; (c) the termination of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control; (d) the occurrence of a Change in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Compensation and Talent Committee (the “Committee”) prior to the Change in Control) or if the stock of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) above. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

Vesting and Settlement of Restricted Stock Units. The Award vests (a) Upon the vesting of the Award, as described in this Paragraph, the Company shall deliver for each Restricted Stock Unit that becomes vested, one share of Common Stock. Subject to Paragraph 10, the Common Stock shall be delivered as soon as practicable following the applicable Vesting Date or event set forth below, but in any case, within thirty (30) days after such date or event. (b) Subject to Sub-paragraphs 3(c), (d) and becomes (e) and the Grantee’s compliance with the confidentiality obligation and non-forfeitablecompete during the employment contract defined in the Grantee’s employment contract, as set forth in the Memorandum, one-third (1/3) of the total number of Restricted Stock Units subject to the calculation this Award shall become vested on each of the Settlement Amount first three (as defined below3) anniversaries of the Date of Grant (each, a “Vesting Date”), in one installment of 100% of the Award on the last day of the Performance Period (the "Vesting Date")each case, provided that so long as the Grantee remained in the continuous employ of remains employed with the Company or its subsidiaries through the end of the Performance Period. each such Vesting Date and such vested Restricted Stock Units shall be settled on in accordance with Sub-paragraph 3(a). (c) Notwithstanding Sub-paragraph 3(b), upon the basis of one Share for each Grantee’s death, the Award shall become immediately and fully vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal as to the number of Restricted Stock Units specified set forth in Section 1 above, on or before March 15th of the year immediately following the end of the Performance Period (Memorandum that have not yet vested pursuant to Sub-paragraph 3(b) and such date of distribution, the "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will shall be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except settled in accordance with Section 409A of the Code. The settlement of an Award for Sub-paragraph 3(a), subject to any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis terms and conditions set forth in Exhibit A to this Agreement the Plan or imposed by the Leadership Development and Compensation Committee of the Board of Directors (as so calculated, the “Settlement AmountCommittee”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein: (a) Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; (b) Xxxxxxx’s death; (c) the termination of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;. (d) the occurrence of a Change in ControlNotwithstanding Sub-paragraph 3(b), if after six (6) months of employment have been completed following the successor or surviving company does not assumeDate of Grant set forth in the Memorandum, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee and prior to the Change in Control) or if the stock date that all of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) abovehave vested, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) above. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any by reason not specified aboveof Retirement, all the portion of the Restricted Stock Units granted hereunder which have that is not then vested as shall continue to vest and be settled in accordance with the schedule set forth in Sub-paragraphs 3(a) and 3(b) above, subject to (i) the Grantee’s continued compliance with the provisions of this Agreement on each such date and the confidentiality obligation and non-compete during the employment contract defined in the Grantee’s employment contract, (ii) the Grantee’s execution of a separation agreement and release of claims in a form determined by the Company and agreed with the Grantee (and executed by deed where appropriate), within the consideration period specified in such agreement following the date of such termination (such period ending on the date of such agreement’s execution, the “Consideration Period”) and the Grantee’s non-revocation of the execution of such agreement during the revocation period specified in such agreement following the expiration of the Consideration Period (the “Revocation Period”) and (iii) the Grantee’s successful completion of the Grantee’s transitional duties prior to the date of such termination; provided, that, (A) in the event of the Grantee’s death following the Grantee’s Retirement and prior to the final Vesting Date, the unvested portion of the Award shall immediately and fully vest and be settled in accordance with Sub-paragraphs 3(a) and 3(c) above, subject to any terms and conditions set forth in the Plan or imposed by the Committee and (B) in the event that any Vesting Date occurs following the date of such termination, but prior to the expiration of the Revocation Period, the Restricted Stock Units that would otherwise vest on such Vesting Date and be settled on or within thirty (30) days following such Vesting Date in accordance with Sub-paragraphs 3(a) and (b) shall instead vest and be settled on the date immediately following the expiration of the Revocation Period (or, if the Consideration Period and the Revocation Period could span two (2) calendar years, the Restricted Stock Units shall be vested and settled on the first regularly scheduled payroll date during the second calendar year). For purposes of this Agreement, “Retirement” shall mean termination of employment shall upon at least six (6) months of prior written notice by the Grantee to the Grantee’s direct manager at the Company, and other than for Cause (as defined in the Plan), provided that the Grantee has satisfied at the time of notice any of the following: (i) on or after the attainment of fifty-five (55) years of age and ten (10) full continuous years of service, (ii) on or after the attainment of sixty (60) years of age and five (5) full continuous years of service or (iii) on or after the attainment of sixty-five (65) years of age and two (2) full continuous years of service, in each case, as determined by the Company’s HRIS. Notwithstanding the foregoing, if (i) the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would result in the favorable treatment that applies to the Award under this Sub-paragraph 3(d) being deemed unlawful, or (ii) the confidentiality obligation and non-compete during the employment contract defined in the Grantee’s employment contract are held by any court or government authority (or otherwise deemed) to be permanently forfeited on such termination datevoid, unlawful or unenforceable as written with respect to the Grantee, the provisions of Sub-paragraph 3(d) will not be applicable to the Grantee and the remaining provisions of Paragraph 3 will govern.

Vesting and Settlement of Restricted Stock Units. The Award vests (a) Upon the vesting of the Award, as described in this Paragraph, the Company shall deliver for each Restricted Stock Unit that becomes vested, one share of Common Stock; provided, however, that the Company shall withhold from the Grantee at the time of delivery of the Common Stock the amount that the Company determines necessary to pay applicable withholding taxes as and becomes nonto the extent provided in Paragraph 10 below. Subject to Sub-forfeitableparagraph 10(c), the Common Stock shall be delivered as soon as practicable following the applicable Vesting Date or event set forth below, but in any case, within thirty (30) days after such date or event. (b) Subject to Sub-paragraphs 3(c), (d) and (e) and Paragraphs 4 and 5, as set forth in the Memorandum, one-third (1/3) of the total number of Restricted Stock Units subject to the calculation this Award shall become vested on each of the Settlement Amount first three (as defined below3) anniversaries of the Date of Grant (each, a “Vesting Date”), in one installment of 100% of the Award on the last day of the Performance Period (the "Vesting Date")each case, provided that so long as the Grantee remained in the continuous employ of remains employed with the Company or its subsidiaries through the end of the Performance Period. each such Vesting Date and such vested Restricted Stock Units shall be settled on in accordance with Sub-paragraph 3(a). (c) Notwithstanding Sub-paragraph 3(b), upon the basis of one Share for each Grantee’s death, the Award shall become immediately and fully vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal as to the number of Restricted Stock Units specified in Section 1 above, on or before March 15th of the year immediately following the end of the Performance Period (such date of distribution, the "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein: (a) Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; (b) Xxxxxxx’s death; (c) the termination of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;the (d) the occurrence of a Change in ControlNotwithstanding Sub-paragraph 3(b), if after six (6) months of employment have been completed following the successor or surviving company does not assumeDate of Grant set forth in the Memorandum, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee and prior to the Change in Control) or if the stock date that all of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) abovehave vested, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) above. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any by reason not specified aboveof Retirement, all the portion of the Restricted Stock Units granted hereunder which have that is not then vested as shall continue to vest and be settled in accordance with the schedule set forth in Sub-paragraphs 3(a) and 3(b) above, subject to (i) the Grantee’s continued compliance with the provisions of this Agreement on each such date, including without limitation Paragraphs 4 and 5 hereof, (ii) the Grantee’s execution of a separation agreement and release of claims in a form determined by the Company and agreed with the Grantee (and executed by deed where appropriate), within the consideration period specified in such agreement following the date of such termination (such period ending on the date of such agreement’s execution, the “Consideration Period”) and the Grantee’s non-revocation of the execution of such agreement during the revocation period specified in such agreement following the expiration of the Consideration Period (the “Revocation Period”) and (iii) the Grantee’s successful completion of the Grantee’s transitional duties prior to the date of such termination; provided, that, (A) in the event of the Grantee’s death following the Grantee’s Retirement and prior to the final Vesting Date, the unvested portion of the Award shall immediately and fully vest and be settled in accordance with Sub-paragraphs 3(a) and 3(c) above, subject to any terms and conditions set forth in the Plan or imposed by the Committee and (B) in the event that any Vesting Date occurs following the date of such termination, but prior to the expiration of the Revocation Period, the Restricted Stock Units that would otherwise vest on such Vesting Date and be settled on or within thirty (30) days following such Vesting Date in accordance with Sub-paragraphs 3(a) and (b) shall instead vest and be settled on the date immediately following the expiration of the Revocation Period (or, if the Consideration Period and the Revocation Period could span two (2) calendar years, the Restricted Stock Units shall be vested and settled on the first regularly scheduled payroll date during the second calendar year). For purposes of this Agreement, “Retirement” shall mean termination of employment shall upon at least six (6) months of prior written notice by the Grantee to the Grantee’s direct manager at the Company, and other than for Cause (as defined in the Plan), provided that the Grantee has satisfied at the time of notice any of the following: (i) on or after the attainment of fifty-five (55) years of age and ten (10) full continuous years of service, (ii) on or after the attainment of sixty (60) years of age and five (5) full continuous years of service or (iii) on or after the attainment of sixty-five (65) years of age and two (2) full continuous years of service, in each case, as determined by the Company’s HRIS. Notwithstanding the foregoing, if (i) the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Grantee’s jurisdiction that likely would result in the favorable treatment that applies to the Award under this Sub-paragraph 3(d) being deemed unlawful, or (ii) any of the restrictive covenants set forth in the provisions of Paragraphs 4 and/or 5 hereof are held by any court or government authority (or otherwise deemed) to be permanently forfeited on such termination datevoid, unlawful or unenforceable as written with respect to the Grantee, the provisions of Sub-paragraph 3(d) will not be applicable to the Grantee and the remaining provisions of Paragraph 3 will govern.

Vesting and Settlement of Restricted Stock Units. The Award vests and becomes non-forfeitable, subject to the calculation of the Settlement Amount (as defined below), in one installment of 100% of the Award on the last day upon attainment of the Performance Period Goal shown in Exhibit A (the "Vesting Date"), provided that the Grantee remained in the continuous employ of the Company through the end of Vesting Date. In the event that the Performance PeriodPeriod expires and the Performance Goal is not achieved, the Award shall expire and be cancelled. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to the number of Restricted Stock Units specified in Section 1 above, on or before March 15th of the year immediately following the end of the Performance Period thirteenth month following the Vesting Date (such date of distribution, the "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may will be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest terminate and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after forfeited upon the occurrence of such event, and such date(s) any of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein: (a) following events: Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; (b) ; Xxxxxxx’s death; (c) ; or the termination of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement reason or as defined below for such other Grantees), or (ii) for a reason consistent with the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control; (d) the occurrence of a Change in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee prior to the Change in Control) or if the stock of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Periodno reason. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) aboveCommittee may, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) above. Unless the Committee determines otherwise in its sole discretion, at any time, (including if the Grantee’s employment with the Company terminates for any reason not specified abovereason), immediately vest all or any portion of the Restricted Stock Units granted hereunder which have hereunder, with a settlement date occurring as determined by the Committee, or if not vested as so specified, upon achievement of the date of such termination of employment shall be permanently forfeited on such termination datePerformance Goal as otherwise set forth herein.

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject forfeitable in installments equal to twenty percent (20%) multiplied by the calculation initial number of Restricted Stock Units specified in Section 1 of this Agreement on each of the Settlement Amount following dates; ____________, __________, ____________ and ___________ (as defined below)each such date, in one installment of 100% of the Award on the last day of the Performance Period (the a "Vesting Date"), provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to _________percent (___%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on the following dates, or before March 15th of the year immediately following the end of the Performance Period as soon thereafter as is reasonably practicable; ____________, __________, ____________ and ___________ (each such date of distribution, the a "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) deliver to the Grantee a certificate representing the number of Shares transferred to the Grantee as of that Settlement Date. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:): (a) XxxxxxxGrantee’s becoming disabled, as defined by Section 409A of the Code; (b) XxxxxxxGrantee’s death; (c) To the termination extent permitted by Section 409A of the Grantee's employment either (i) without Cause (as defined Code, a change in Section 1(c) ownership or effective control of any applicable Change the Company; or in Control Severance Agreement between the Company and ownership of a substantial portion of the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with assets of the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;Company. (d) the occurrence of a Change Grantee’s unforeseeable emergency, as defined and not in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee prior to the Change in Control) or if the stock excess of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion amount permitted by Section 409A of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) aboveCode. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject forfeitable in installments equal to twenty percent (20%) multiplied by the calculation initial number of Restricted Stock Units specified in Section 1 of this Agreement on each of the Settlement Amount following dates; __________________________________________________________, (as defined below)each such date, in one installment of 100% of the Award on the last day of the Performance Period (the a "Vesting Date"), provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to twenty percent (20%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on the following dates, or before March 15th of the year immediately following the end of the Performance Period as soon thereafter as is reasonably practicable; ___________________________________________________________ (each such date of distribution, the a "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a brokerage account designated by the Grantee. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:): (a) XxxxxxxGrantee’s becoming disabled, as defined by Section 409A of the Code; (b) XxxxxxxGrantee’s death; (c) To the termination extent permitted by Section 409A of the Grantee's employment either (i) without Cause (as defined Code, a change in Section 1(c) ownership or effective control of any applicable Change the Company; or in Control Severance Agreement between the Company and ownership of a substantial portion of the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with assets of the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;Company; or (d) the occurrence of a Change Grantee’s unforeseeable emergency, as defined and not in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee prior to the Change in Control) or if the stock excess of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion amount permitted by Section 409A of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) aboveCode. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject to the calculation of the Settlement Amount (as defined below), forfeitable in one installment of 100% of the Award on the last day of the Performance Period (the "Vesting Date"), provided that the Grantee remained in the continuous employ of the Company through the end of the Performance Period. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares installments equal to _________ percent (_____%) multiplied by the initial number of Restricted Stock Units specified in Section 1 aboveof this Agreement on ________, 20__, ______________ percent (_____%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement on ________, 20__, and _______________ percent (_____%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement on ______, 20__. Each specified date shall be a "Vesting Date," provided that the Grantee remains in the continuous employ of the Company and is an employee of the Company on the Vesting Date. Restricted Stock Units shall be settled solely in cash. The Company shall distribute to the Grantee on each of the Vesting Dates or before as soon thereafter as practicable, but in no event later than March 15th of the year immediately following the end of year in which the Performance Period applicable Vesting Date occurs (each such date of distribution, the a "Settlement Date"), an amount equal to the Fair Market Value on the Vesting Date of one Share for each Restricted Stock Unit vesting as of the Vesting Date. Amounts paid to the Grantee in settlement of Restricted Stock Units shall be referred to herein as Settlement Amounts. Settlement Amounts shall be calculated in U.S. dollars. Settlement Amounts may be paid in U.S. dollars or in the currency of the country in which the Grantee resides by the Company or its Affiliate. If applicable, the exchange rate reported in the Wall Street Journal on the Vesting Date will be the exchange rate used to convert Settlement Amounts from U.S. dollars into another currency. The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agentAmount. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares Settlement Amounts shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:): (a) XxxxxxxGrantee’s becoming disabled, as defined by Section 409A of the Code; (b) XxxxxxxGrantee’s death;; or (c) the termination A change in ownership or effective control of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees)Company, or (ii) for a reason consistent with in the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control; (d) the occurrence ownership of a Change in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee prior to the Change in Control) or if the stock of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated substantial portion of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes assets of the Performance Period and Company, within the denominator meaning of which is _____. That portion Section 409A of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) aboveCode. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject forfeitable in installments equal to thirty-three and thirty-three tenths of a percent (33.33%) multiplied by the calculation initial number of Restricted Stock Units specified in Section 1 of this Agreement on __________; thirty-three and thirty-four tenths of a percent (33.34%) multiplied by the Settlement Amount initial number of Restricted Stock Units specified in Section 1 of this Agreement on __________; and thirty-three and thirty-three tenths of a percent (as defined below), 33.33%) multiplied by the initial number of Restricted Stock Units specified in one installment Section 1 of 100% of the Award this Agreement on the last day of the Performance Period (the __________. Each specified date shall be a "Vesting Date"), ," provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to the number of Restricted Stock Units specified on each Vesting Date, or as soon thereafter as practicable, but in Section 1 above, on or before no event later than March 15th of the year immediately following the end year in which the applicable Vesting Date occurs, one Share for each Restricted Stock Unit vesting as of the Performance Period Vesting Date (each such date of distribution, the a "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:): (a) Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; (b) Xxxxxxx’s death; (c) the termination of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;; or (d) the occurrence of a Change in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee prior to the Change in Control) or if the stock of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that . Unless the Grantee has (i) attained age 55; (ii) completed five years Compensation[ and Talent] Committee of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from Board of Directors (the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z“Committee”) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) above. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

Vesting and Settlement of Restricted Stock Units. The Award vests (a) Upon the vesting of the Award, as described in this Paragraph, the Company shall deliver for each Restricted Stock Unit that becomes vested, one share of Common Stock; provided, however, that the Company shall withhold from the Grantee at the time of delivery of the Common Stock the amount that the Company determines necessary to pay applicable withholding taxes as and becomes nonto the extent provided in Paragraph 10 below. Subject to Sub-forfeitableparagraph 10(c), the Common Stock shall be delivered as soon as practicable following the applicable Vesting Date or event set forth below, but in any case, within thirty (30) days after such date or event. (b) Subject to Sub-paragraphs 3(c), (d) and (e) and Paragraphs 4 and 5, as set forth in the Memorandum, one-third (1/3) of the total number of Restricted Stock Units subject to the calculation this Award shall become vested on each of the Settlement Amount first three (as defined below3) anniversaries of the Date of Grant (each, a “Vesting Date”), in one installment of 100% of the Award on the last day of the Performance Period (the "Vesting Date")each case, provided that so long as the Grantee remained in the continuous employ of remains employed with the Company or its subsidiaries through the end of the Performance Period. each such Vesting Date and such vested Restricted Stock Units shall be settled on in accordance with Sub-paragraph 3(a). (c) Notwithstanding Sub-paragraph 3(b), upon the basis of one Share for each Grantee’s death, the Award shall become immediately and fully vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal as to the number of Restricted Stock Units specified set forth in Section 1 above, on or before March 15th of the year immediately following the end of the Performance Period (Memorandum that have not yet vested pursuant to Sub-paragraph 3(b) and such date of distribution, the "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will shall be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except settled in accordance with Section 409A of the Code. The settlement of an Award for Sub-paragraph 3(a), subject to any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis terms and conditions set forth in Exhibit A to this Agreement the Plan or imposed by the Leadership Development and Compensation Committee of the Board of Directors (as so calculated, the “Settlement AmountCommittee”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein: (a) Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; (b) Xxxxxxx’s death; (c) the termination of the Grantee's employment either (i) without Cause (as defined in Section 1(c) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;. (d) the occurrence of a Change in ControlNotwithstanding Sub-paragraph 3(b), if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits after six (as determined by the Committee prior to the Change in Control6) or if the stock of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately employment have been completed following the end Date of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as Grant set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period Memorandum, and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) above. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.prior to the

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject forfeitable in installments equal to twenty percent (20%) multiplied by the calculation initial number of Restricted Stock Units specified in Section 1 of this Agreement on each of the Settlement Amount following dates; ____________, __________, ____________ and ___________ (as defined below)each such date, in one installment of 100% of the Award on the last day of the Performance Period (the a "Vesting Date"), provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to _________percent (___%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on the following dates, or before March 15th of the year immediately following the end of the Performance Period as soon thereafter as is reasonably practicable; ____________, __________, ____________ and ___________ (each such date of distribution, the a "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) deliver to the Grantee a certificate representing the number of Shares transferred to the Grantee as of that Settlement Date. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:): (a) Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; (b) Xxxxxxx’s death; (c) To the termination extent permitted by Section 409A of the Grantee's employment either (i) without Cause (as defined Code, a change in Section 1(c) ownership or effective control of any applicable Change the Company; or in Control Severance Agreement between the Company and ownership of a substantial portion of the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with assets of the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;Company. (d) the occurrence of a Change Xxxxxxx’s unforeseeable emergency, as defined and not in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee prior to the Change in Control) or if the stock excess of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion amount permitted by Section 409A of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) aboveCode. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject forfeitable in installments equal to twenty percent (20%) multiplied by the calculation initial number of Restricted Stock Units specified in Section 1 of this Agreement on each of the Settlement Amount following dates; ___, ___, ___, ___, ___(as defined below)each such date, in one installment of 100% of the Award on the last day of the Performance Period (the "a “Vesting Date"”), provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to twenty percent (20%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on the following dates, or before March 15th of the year immediately following the end of the Performance Period as soon thereafter as is reasonably practicable; ___, ___, ___, ___, ___(each such date of distribution, the "a “Settlement Date"”). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a brokerage account designated by the Grantee. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:): (a) XxxxxxxGrantee’s becoming disabled, as defined by Section 409A of the Code; (b) XxxxxxxGrantee’s death; (c) To the termination extent permitted by Section 409A of the Grantee's employment either (i) without Cause (as defined Code, a change in Section 1(c) ownership or effective control of any applicable Change the Company; or in Control Severance Agreement between the Company and ownership of a substantial portion of the Grantee for any Grantee subject to such an agreement or as defined below for such other Grantees), or (ii) for a reason consistent with assets of the constructive termination provisions of Section 3(b) and Subsections (b)(i) through (b)(vi) (but not Subsection (b)(vii)) of any applicable Change in Control Severance Agreement between the Company and the Grantee for any Grantee subject to such an agreement), provided, that any such termination must occur with 24 months following a Change in Control;Company; or (d) the occurrence of a Change Grantee’s unforeseeable emergency, as defined and not in Control, if the successor or surviving company does not assume, substitute, or continue the Award on substantially similar terms or with substantially equivalent benefits (as determined by the Committee prior to the Change in Control) or if the stock excess of the successor or surviving company is not listed on the New York Stock Exchange or the NASDAQ Stock Market; or (e) Xxxxxxx's Qualified Retirement, which means that the Grantee has (i) attained age 55; (ii) completed five years of service; and (iii) provided at least one year notice prior to his intended retirement date. Upon the occurrence of Xxxxxxx’s Qualified Retirement, the requirement of continued employment with the Company will lapse with respect to a prorated portion amount permitted by Section 409A of the Award, determined by multiplying the Award by a fraction, the numerator of which is the number of full months of service the Grantee completes of the Performance Period and the denominator of which is _____. That portion of the Award shall vest and become non-forfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of vested Restricted Stock Units on or before March 15 of the year immediately following the end of the Performance Period. The Settlement Amount to be paid upon the occurrence of the events described above shall be calculated as follows: (x) upon the occurrence of a Grantee’s death or disability as described in 2(a) or (b) above, the Settlement Amount shall be equal to the greater of (1) 100% of the number of Restricted Stock Units specified in Section 1 above, or (2) the amount calculated pursuant to Section (y) below if occurring after a Change in Control; (y) upon the occurrence of a Change in Control, the Settlement Amount for all purposes under this Agreement will be the greater of (1) the number of Restricted Stock Units specified in Section 1 above, and (2) the amount calculated based on the Company’s actual performance calculated from the Performance Period start date until the date of the occurrence of the Change in Control, as determined by the Committee in its sole discretion immediately prior to the Change in Control; and (z) upon the occurrence of a Qualified Retirement as described in (e) above, the Settlement Amount shall be calculated as set forth in Exhibit A hereto as if the Grantee had remained employed by the Company for the entire measurement period and pro-rated as provided in 2(e) above; except, that, if such Qualified Retirement occurs following a Change in Control, the Settlement Amount shall be calculated as set forth in 2(y) above and pro-rated as provided in 2(e) aboveCode. Unless the Committee determines otherwise in its sole discretion, if the Grantee’s employment with the Company terminates for any reason not specified above, all Restricted Stock Units granted hereunder which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.