Common use of Vesting and Settlement of RSUs Clause in Contracts

Vesting and Settlement of RSUs. (1) Subject to the Participant’s continued employment with the Company and its Affiliates (the “Company Group”), fifty percent (50%) of the RSUs shall vest on the one-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of the RSUs shall vest on the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five (45) days following the applicable Vesting Date (each a “Settlement Date”). (3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section (C)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(3), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. Subject to Sections (C) and (D) all RSUs shall vest and settle in accordance with the provisions of this Section (B). (1) Subject to the Participant’s continued employment with the Company and its Affiliates (the “Company Group”), fifty percent (50%) One-third of the RSUs granted shall vest vest, on a cumulative basis, on each of the one-year anniversary first, second, and third anniversaries of the Date of Retention Award and the remaining fifty percent (50%) of Award; provided, however, the RSUs shall vest be subject to earlier vesting in accordance with Sections (C)(1) and (D) hereof. The date on which each RSU vests is referred to as the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five (45) days following the applicable Vesting Date (each a “Settlement Date”). On each applicable Settlement Date, fifty percent (50%) of the then vested RSUs shall be settled through the delivery of Shares and the remaining fifty percent (50%) shall be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares in respect of such RSUs on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1) or (D), as applicable, the date of the Participant’s death, Disability, Approved Departure or the effective date of the Change of Control. (3) The Any Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section Sections (CC)(1) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-non- assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Vesting Date. If the Participant’s employment with membership on the Company Group Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Director Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment membership on the Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(3C)(2), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. (1) Subject to the Participant’s continued employment with the Company and and/or its Affiliates (the “Company Group”)) from the Date of Award until the applicable “Vesting Date” (as defined in the Award Summary) and compliance with, fifty percent (50%) and subject to, the terms and conditions of this Award Agreement, the RSUs shall vest on as set forth in the one-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of the RSUs shall vest on the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”)Summary. (2) Each vested RSU shall be settled through the delivery of one Share within forty-five thirty (4530) days following the applicable Vesting Date (each a “Settlement Date”), provided that any fractional Share shall vest and be settled on the last Vesting Date and Settlement Date, respectively. (3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section (C) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(3), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the CommitteeCommittee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of Shares, the RSUs, RSUs and any dividend equivalents payable in Shares, Shares may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections Section (C)(1), (C)(2C)(3) or (D), as applicable, the date of the Participant’s “Separation from Service Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the effective date of the Change of ControlDisability, as applicable. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2), (C)(3) or (D), as applicable.

Vesting and Settlement of RSUs. Subject to Sections (C) and (D) all RSUs shall vest and settle in accordance with the provisions of this Section (B). (1) Subject to the Participant’s continued employment with the Company and its Affiliates (the “Company Group”), fifty percent (50%) One-third of the RSUs granted shall vest vest, on the one-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of a cumulative basis, on [l]; provided, however, the RSUs shall vest be subject to earlier vesting in accordance with Sections (C)(1) and (D) hereof. The date on which each RSU vests is referred to as the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share share within forty-five (45) days following the applicable Vesting Date (each a “Settlement Date”) provided that any fractional Share shall vest and be settled on the last Vesting Date and Settlement Date, respectively. Fractional Shares shall be settled through a payment in cash equal to the Fair Market Value of the applicable number of fractional Shares in respect of such RSUs on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1) or (D), as applicable, the date of the Participant’s death, Disability, Approved Departure or the effective date of the Change of Control. (3) The Any Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section Sections (CC)(1) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Vesting Date. If the Participant’s employment with membership on the Company Group Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Director Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment membership on the Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(3C)(2), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. (1) Subject to the Participant’s continued employment with the Company and and/or its Affiliates (the “Company Group”)) from the Date of Award until the applicable “Vesting Date” (as defined in the Award Summary) and compliance with, fifty percent (50%) and subject to, the terms and conditions of this Award Agreement, the RSUs shall vest on as set forth in the one-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of the RSUs shall vest on the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”)Summary. (2) Each vested RSU shall be settled through the delivery of one Share within forty-five thirty (4530) days following the applicable Vesting Date (each a “Settlement Date”), provided that any fractional Share shall vest and be settled on the last Vesting Date and Settlement Date, respectively. (3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section (C) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(3), any accrued and unpaid dividend equivalents shall be forfeited. (5) In Except for Participants who are tax residents of Canada, in the sole discretion of the CommitteeCommittee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of Shares, the RSUs, RSUs and any dividend equivalents payable in Shares, Shares may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections Section (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s “Separation from Service Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the effective date of the Change of ControlDisability, as applicable. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. Subject to Sections (C) and (D) all RSUs shall vest and settle in accordance with the provisions of this Section (B). (1) Subject to the Participant’s continued employment with the Company and its Affiliates (the “Company Group”), fifty percent (50%) One-third of the RSUs granted shall vest vest, on the one-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of a cumulative basis, on [l]; provided, however, the RSUs shall vest be subject to earlier vesting in accordance with Sections (C)(1) and (D) hereof. The date on which each RSU vests is referred to as the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five (45) days following the applicable Vesting Date (each a “Settlement Date”). On each applicable Settlement Date, fifty percent (50%) of the then vested RSUs shall be settled through the delivery of Shares and the remaining fifty percent (50%) shall be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares in respect of such RSUs on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1) or (D), as applicable, the date of the Participant’s death, Disability, Approved Departure or the effective date of the Change of Control. (3) The Any Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section Sections (CC)(1) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Vesting Date. If the Participant’s employment with membership on the Company Group Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Director Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment membership on the Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(3C)(2), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. Subject to Sections (C) and (D) all RSUs shall vest and settle in accordance with the provisions of this Section (B). (1) Subject to the Participant’s continued employment with the Company and its Affiliates (the “Company Group”), fifty percent (50%) One-third of the RSUs granted shall vest vest, on a cumulative basis, on each of the one-year anniversary first, second, and third anniversaries of the Date of Retention Award and the remaining fifty percent (50%) of Award; provided, however, the RSUs shall vest be subject to earlier vesting in accordance with Sections (C)(1) and (D) hereof. The date on which each RSU vests is referred to as the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five (45) days following the applicable Vesting Date (each a “Settlement Date”). (3) The Any Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section Sections (CC)(1) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-non- assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Vesting Date. If the Participant’s employment with membership on the Company Group Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Director Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment membership on the Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(3C)(2), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. Subject to Sections (C) and (D) all RSUs shall vest and settle in accordance with the provisions of this Section (B). (1) Subject to the Participant’s continued employment with the Company and its Affiliates (the “Company Group”), fifty percent (50%) One-third of the RSUs granted shall vest in full, on the one-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of a cumulative basis on <<Vesting Dates>>; provided, however, the RSUs shall vest be subject to earlier vesting in accordance with Sections (C)(1) and (D) hereof. The date on which each RSU vests is referred to as the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five (45) days following the applicable Vesting Date (each a “Settlement Date”) provided that any fractional Share shall vest and be settled on the last Vesting Date and Settlement Date, respectively. Fractional Shares shall be settled through a payment in cash equal to the Fair Market Value of the applicable number of fractional Shares in respect of such RSUs on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1) or (D), as applicable, the date of the Participant’s death, Disability, Approved Departure or the effective date of the Change of Control. (3) The Any Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section Sections (CC)(1) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Vesting Date. If the Participant’s employment with membership on the Company Group Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Director Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment membership on the Board terminates prior to an applicable Settlement Vesting Date for any reason set forth in Section (C)(3C)(2), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. (1) Subject to the Participant’s 's continued employment with the Company and its Affiliates Subsidiaries (the “"Company Group”"), fifty one hundred percent (50100%) of the RSUs shall vest in full on the one-year third anniversary of the Date of Retention Award and the remaining fifty percent (50%) of the RSUs shall vest on the three-year anniversary of the Date of the Retention Award (each a “the "Vesting Date”"). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five on the last business day of the month in which the Vesting Date occurs (45) days or as soon as administratively practicable thereafter, but in no event later than Mach 15th of the calendar year immediately following the applicable Vesting Date calendar year in which the vesting date occurs (each a “the "Settlement Date”")). (3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section section (C)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s 's name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Settlement Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, amount equal to the cumulative dividends declared or paid on a Share, if any, Share during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s 's employment with the Company Group terminates prior to an applicable the Settlement Date for any reason set forth in Section (C)(1) and (C)(2C(1) of this Retention Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2C(1) or (D), as applicable. If the Participant’s 's employment terminates prior to an applicable the Settlement Date for any reason set forth in Section (C)(3C(2), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. (1) Subject to the Participant’s 's continued employment with the Company and its Affiliates employment, one third (the “Company Group”), fifty percent (50%1/3) of the RSUs shall vest on each of (a) the one-year 31st day following the first anniversary of the Date of Retention Award and (b) the remaining fifty percent (50%) second and third anniversaries of the Date of Award (each, a "Vesting Date"). Any fractional RSUs resulting from the application of the vesting schedule shall be aggregated and the RSUs resulting from such aggregation shall vest on the three-year third anniversary of the Date of the Retention Award (each a “Vesting Grant Date”). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five (45) days following on the last business day of the month in which the applicable Vesting Date occurs (or as soon as administratively practicable thereafter (each a “"Settlement Date”")). (3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section (C)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable assessible and registered in the Participant’s 's name. (4) A Participant may elect to defer the delivery of Shares upon settlement as provided in Section F of this Award Agreement. (5) If, after the Date of Retention Award and prior to the applicable Vesting a Settlement Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, amount equal to the cumulative dividends declared or paid on a Share, if any, during such period Share multiplied by the number of unvested RSUs; provided, however, that such dividend equivalents shall be subject to the same restrictions that apply to dividends payable with respect to Restricted Stock granted by the Company. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the applicable Settlement DateDate for the underlying RSUs. If the Participant’s 's employment with the Company Group terminates prior to an applicable the Settlement Date for any reason set forth in Section (C)(1) and (C)(2C(1) of this Retention Award Agreement Agreement, or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2C(1) or (D), as applicable. If the Participant’s employment terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(3), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. (1) Subject to the Participant’s continued employment with the Company and its Affiliates (the “Company Group”), fifty percent (50%) all of the RSUs shall vest on the onetwo-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of the RSUs shall vest on the three-year anniversary of the Date of the Retention Award (each a the “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share within fortyon the one-five (45) days following year anniversary of the applicable Vesting Date (each a the “Settlement Date”). (3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section (C)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Settlement Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to an applicable the Settlement Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment terminates prior to an applicable Settlement the Vesting Date for any reason set forth in Section (C)(3C)(2), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. (1) Subject to the Participant’s continued employment with the Company and its Affiliates (the “Company Group”), fifty percent (50%) of the RSUs shall vest on the one-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of the RSUs shall vest on the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five (45) days following the applicable Vesting Date (each a “Settlement Date”). (3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section (C)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(3C)(2), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2) or (D), as applicable.

Vesting and Settlement of RSUs. (1) Subject to the Participant’s continued employment with the Company and its Affiliates Subsidiaries (the “Company Group”), fifty one hundred percent (50100%) of the RSUs shall vest in full on December 31, 2010 (the one-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of the RSUs shall vest on the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five thirty (4530) days following the applicable Vesting Date (each a the “Settlement Date”). (3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section (C)) shall not be subject to transfer restrictions and shall be fully paid, non-non- assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to an applicable the Settlement Date for any reason set forth in Section (C)(1Sections C(1) and (C)(2or C(2) of this Retention Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1C(1), (C)(2C(2) or (D), as applicable. If the Participant’s employment terminates prior to an applicable the Settlement Date for any reason set forth in Section (C)(3C(3), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1C(1), (C)(2C(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of in Control. Settlement under this Section (B)(5B(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2B(2) or (4), C(1) or (2), or D), as applicable.

Vesting and Settlement of RSUs. (1) Subject to the Participant’s continued employment with the Company and and/or its Affiliates (the “Company Group”)) from the Date of Award until the applicable Vesting Date (as defined below) and compliance with, fifty percent and subject to, the terms and conditions of this Award Agreement, one-third (5033 1/3%) of the RSUs shall vest on each of the one-year anniversary first, second and third anniversaries of the Date of Retention Award and the remaining fifty percent (50%) of the RSUs shall vest on the three-year anniversary of the Date of the Retention Award (each anniversary, a “Vesting Date”). (2) Each vested RSU shall be settled through the delivery of one Share within forty-five thirty (4530) days following the applicable Vesting Date (each a “Settlement Date”), provided that any fractional Share shall vest and be settled on the last Vesting Date and Settlement Date, respectively. (3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section (C) or (D)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name. (4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be credited with, and entitled to receive receive, dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. Unless otherwise determined by the Committee, dividend equivalents paid in cash shall not be reinvested in Shares and shall remain uninvested. The dividend equivalents credited in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(3), any accrued and unpaid dividend equivalents shall be forfeited. (5) In the sole discretion of the CommitteeCommittee and notwithstanding any other provision of this Award Agreement to the contrary, in lieu of the delivery of Shares, the RSUs, RSUs and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections Section (C)(1), (C)(2C)(3) or (D), as applicable, the date of the Participant’s “Separation from Service Service” (within the meaning of the Committee’s established methodology for determining “Separation from Service” for purposes of Section 409A (as defined below)) or the effective date of the Change of ControlDisability, as applicable. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)(4), (C)(1), (C)(2), (C)(3) or (D), as applicable.