Common use of Vesting; Change in Control; Restrictions Clause in Contracts

Vesting; Change in Control; Restrictions. (i) Subject in each case to the provisions of this Section 1, the Performance Shares awarded hereunder shall vest on September 30, 2017 (the “Vesting Date”), provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Effective Date until the Vesting Date. The number of Shares that vest on the Vesting Date shall equal the number of Performance Shares granted pursuant to Section 1(a), multiplied by the vesting percentage set forth in Attachment A hereto corresponding to the Company’s Pre-Tax Income (as defined in Section 3 hereof) for the Performance Period (as defined in Section 3 hereof) (rounded to the nearest whole Share). If the vesting percentage in Attachment A exceeds 100%, the vesting percentage shall be multiplied by the number of Performance Shares granted in Section 1(a) and Participant shall receive the total number of Shares so determined, provided, however, if the vesting percentage exceeds 100%, the Committee shall have the authority, in its sole discretion, in lieu of delivering the additional Shares, to make a cash payment (net of applicable tax withholdings) to the Participant within the first two and one-half months following the Vesting Date equal to the product of (x) the excess of the vesting percentage over 100%, with such excess percentage multiplied by the total number of Performance Shares, multiplied by (y) the closing price per Share as reported by the New York Stock Exchange (“NYSE”) at the close of business on the Vesting Date. In no event may the amount of any cash payment to be made hereunder exceed the product of (x) 100% multiplied by the total number of Performance Shares multiplied by (y) the closing price per Share as reported by the NYSE at the close of business on the Vesting Date. (ii) In the event Participant’s employment is terminated by the Company or any of its affiliates as a result of his/her Disability (as defined in the Plan), or Participant dies while an employee of the Company or any of its affiliates, in either case prior to the Vesting Date, then the Performance Shares will vest at 100% of target award level on the date of Participant’s termination of employment as a result of such death or Disability. (iii) In the event Participant’s employment with the Company or any of its affiliates is terminated by his/her Retirement (as defined in Section 3 hereof) prior to the Vesting Date, then the Performance Shares shall continue to be eligible to vest during the Performance Period pursuant to Sections 1(b)(i) and (iv) as described therein, but only as to a time-weighted portion (the “Time-Weighted Portion”) of the Performance Shares (such Time-Weighted Portion shall be determined by multiplying the number of Performance Shares by a fraction (not to exceed one), the numerator of which shall be equal to the number of whole months (counting each month as ending on the first day of the calendar month) elapsed from the Performance Share Effective Date until the date of Participant’s termination of employment with the Company or any of its affiliates by reason of his/her Retirement, and the denominator of which is 36). (iv) Notwithstanding Section 1(b)(i), upon the occurrence of a Change in Control (as defined in the Plan) prior to the Vesting Date, provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Effective Date until the date of such Change in Control, the Committee shall have the authority to determine that the Performance Shares: (A) will be continued by the Company (if the Company is the surviving entity); or (B) will be assumed by the surviving entity or its parent or subsidiary; or (C) will be substituted for by the surviving entity or its parent or subsidiary with an equivalent award for the Performance Shares. If (A), (B) or (C) above apply, the continued, assumed or substituted awards will provide (X) similar terms and conditions, including vesting and performance measures, and preserve the same benefits as the Performance Shares that are being continued or replaced, and (Y) that, in the event of Participant’s involuntary termination by the Company without Cause (as defined in the Plan) or termination by Participant for Good Reason (as defined in the Plan), in either case, prior to the Vesting Date and on, or within the two-year period following, the date of the Change in Control, the Performance Shares (or substituted award) will vest at 100% of the target level award and become immediately nonforfeitable. In the event that upon the occurrence of a Change in Control, the Committee determines that (A), (B) and (C) shall not apply, the Committee shall have the discretionary authority to determine the impact of the Change in Control on the Performance Shares as provided in Section 16 of the Plan. Notwithstanding Sections 1(b)(i) or (iii) above, upon the occurrence of a Change in Control prior to the Vesting Date but after the date Participant’s employment with the Company or any of its affiliates is terminated by reason of his/her Retirement, then the Time-Weighted Portion of the Performance Shares (determined as provided in Section 1(b)(iii)), shall vest at 100% of the target level award on the date of the Change in Control. (v) Prior to vesting, the Performance Shares shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by Participant, other than by will or the laws of descent and distribution. (vi) Prior to vesting, Participant shall have voting rights on the Performance Shares held by the Company on behalf of Participant. For so long as the Company holds the Performance Shares on behalf of Participant, if the Company pays any cash dividends on its Shares, the Company will credit Participant an amount for each Share covered by the Performance Shares that is outstanding as of the record date for such dividend, the per Share amount of such cash dividends that Participant would have received had Participant owned the underlying Shares as of the record date of the cash dividend and such amounts shall be paid to Participant only to the extent the Performance Shares with respect to which such dividends were paid become vested. In that case, the Company shall pay such amount to Participant, less any required withholding taxes, at the same time the Performance Shares to which such cash dividends relate become vested. This additional payment right will be treated as a separate arrangement from the Performance Shares.

Vesting; Change in Control; Restrictions. (i) Subject in each case to the provisions of this Section 12, Participant’s rights with respect to the Performance Shares Restricted Stock awarded hereunder shall vest as follows: 100% of the Restricted Stock awarded will vest on September 30, 2017 (the “Vesting third anniversary of the Restricted Stock Effective Date”), provided that Participant has remained continuously employed with the Company and/or its affiliates Affiliates from the Performance Share Restricted Stock Effective Date until the Vesting Date. The number of Shares that vest on the Vesting Date shall equal the number of Performance Shares granted pursuant to Section 1(a), multiplied by the such vesting percentage set forth in Attachment A hereto corresponding to the Company’s Pre-Tax Income (as defined in Section 3 hereof) for the Performance Period (as defined in Section 3 hereof) (rounded to the nearest whole Share). If the vesting percentage in Attachment A exceeds 100%, the vesting percentage shall be multiplied by the number of Performance Shares granted in Section 1(a) and Participant shall receive the total number of Shares so determined, provided, however, if the vesting percentage exceeds 100%, the Committee shall have the authority, in its sole discretion, in lieu of delivering the additional Shares, to make a cash payment (net of applicable tax withholdings) to the Participant within the first two and one-half months following the Vesting Date equal to the product of (x) the excess of the vesting percentage over 100%, with such excess percentage multiplied by the total number of Performance Shares, multiplied by (y) the closing price per Share as reported by the New York Stock Exchange (“NYSE”) at the close of business on the Vesting Date. In no event may the amount of any cash payment to be made hereunder exceed the product of (x) 100% multiplied by the total number of Performance Shares multiplied by (y) the closing price per Share as reported by the NYSE at the close of business on the Vesting Datedate. (ii) In Notwithstanding Section 2(b)(i), upon the event Participant’s employment is terminated by occurrence of a Change in Control of the Company, all Restricted Stock not theretofore vested pursuant to Section 2(b)(i) above shall become immediately vested, provided that Participant has remained continuously employed with the Company or any of and/or its affiliates as a result of his/her Disability (as defined Affiliates from the Restricted Stock Effective Date until such Change in the Plan), or Participant dies while an employee of the Company or any of its affiliates, in either case prior to the Vesting Date, then the Performance Shares will vest at 100% of target award level on the date of Participant’s termination of employment as a result of such death or DisabilityControl. (iii) In the event of Participant’s employment with the Company or any of its affiliates is terminated by his/her Retirement death, “Termination Not for Cause” (as defined in Section 3 hereof1(d) above), or termination of employment as a result of becoming “Disabled” (as defined in Section 1(d) above) or by reason of “Retirement” (as defined in Section 1(b) above), prior to the Vesting third anniversary of the Restricted Stock Effective Date, then the Performance Restricted Stock will vest with respect to that number of Shares shall continue (rounded down to be eligible to vest during the Performance Period pursuant to Sections 1(b)(i) and (ivnearest whole Share) as described therein, but only as to a time-weighted portion equals the product of (x) the “Time-Weighted Portion”) of the Performance Shares (such Time-Weighted Portion shall be determined by multiplying the total number of Performance Shares awarded to Participant as described in Section 2(a) hereof multiplied by (y) a fraction (not to exceed one)fraction, the numerator of which shall be equal to the number of whole months (counting each month as ending on the first day of the a calendar month) elapsed from the Performance Share Effective Date until the date of Participant’s termination of employment with the Company or any of its affiliates by reason of his/her Retirement, and the denominator of which is 36). (iv) Notwithstanding Section 1(b)(i), upon the occurrence of a Change in Control (as defined in the Plan) prior to the Vesting Date, provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Restricted Stock Effective Date until the date of such Change in Controldeath, the Committee shall have the authority to determine that the Performance Shares: (A) will be continued by the Company (if the Company is the surviving entity); Termination Not for Cause, termination as a result of becoming Disabled or (B) will be assumed by the surviving entity or its parent or subsidiary; or (C) will be substituted for by the surviving entity or its parent or subsidiary with an equivalent award for the Performance Shares. If (A), (B) or (C) above apply, the continued, assumed or substituted awards will provide (X) similar terms and conditions, including vesting and performance measures, and preserve the same benefits as the Performance Shares that are being continued or replaced, and (Y) that, in the event of Participant’s involuntary termination by the Company without Cause (as defined in the Plan) or termination by Participant for Good Reason (as defined in the Plan), in either case, prior to the Vesting Date and on, or within the two-year period following, the date of the Change in Control, the Performance Shares (or substituted award) will vest at 100% of the target level award and become immediately nonforfeitable. In the event that upon the occurrence of a Change in Control, the Committee determines that (A), (B) and (C) shall not apply, the Committee shall have the discretionary authority to determine the impact of the Change in Control on the Performance Shares as provided in Section 16 of the Plan. Notwithstanding Sections 1(b)(i) or (iii) above, upon the occurrence of a Change in Control prior to the Vesting Date but after the date Participant’s employment with the Company or any of its affiliates is terminated by reason of his/her Retirement, then Retirement (not to exceed 36) and the Time-Weighted Portion denominator of the Performance Shares (determined as provided in Section 1(b)(iii)), shall vest at 100% of the target level award on the date of the Change in Control. (v) Prior to vesting, the Performance Shares shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by Participant, other than by will or the laws of descent and distribution. (vi) Prior to vesting, Participant shall have voting rights on the Performance Shares held by the Company on behalf of Participant. For so long as the Company holds the Performance Shares on behalf of Participant, if the Company pays any cash dividends on its Shares, the Company will credit Participant an amount for each Share covered by the Performance Shares that is outstanding as of the record date for such dividend, the per Share amount of such cash dividends that Participant would have received had Participant owned the underlying Shares as of the record date of the cash dividend and such amounts which shall be paid to Participant only to the extent the Performance Shares with respect to which such dividends were paid become vested. In that case, the Company shall pay such amount to Participant, less any required withholding taxes, at the same time the Performance Shares to which such cash dividends relate become vested. This additional payment right will be treated as a separate arrangement from the Performance Shares36.

Vesting; Change in Control; Restrictions. (i) Subject in each case to the provisions of this Section 1, Participant’s rights with respect to the Performance Shares Restricted Stock awarded hereunder shall vest on September 30, 2017 the date (hereinafter referred as the “Vesting Date”)) that is the first anniversary of the Restricted Stock Effective Date, provided Participant has remained served continuously employed with on the Company and/or its affiliates Board from the Performance Share Restricted Stock Effective Date until the Vesting Date. The number of Shares that vest on the Vesting Date shall equal the number of Performance Shares granted pursuant to Section 1(a), multiplied by the vesting percentage set forth in Attachment A hereto corresponding to the Company’s Pre-Tax Income (as defined in Section 3 hereof) for the Performance Period (as defined in Section 3 hereof) (rounded to the nearest whole Share). If the vesting percentage in Attachment A exceeds 100%, the vesting percentage shall be multiplied by the number of Performance Shares granted in Section 1(a) and Participant shall receive the total number of Shares so determined, provided, however, if the vesting percentage exceeds 100%, the Committee shall have the authority, in its sole discretion, in lieu of delivering the additional Shares, to make a cash payment (net of applicable tax withholdings) to the Participant within the first two and one-half months following the Vesting Date equal to the product of (x) the excess of the vesting percentage over 100%, with such excess percentage multiplied by the total number of Performance Shares, multiplied by (y) the closing price per Share as reported by the New York Stock Exchange (“NYSE”) at the close of business on the Vesting Date. In no event may the amount of any cash payment to be made hereunder exceed the product of (x) 100% multiplied by the total number of Performance Shares multiplied by (y) the closing price per Share as reported by the NYSE at the close of business on the Vesting Date. (ii) In the event Participant’s employment service on the Board is terminated by the Company or any of its affiliates as a result of his/her Disability (as defined in the Plan), or Participant dies while an employee of serving on the Company or any of its affiliatesBoard, in either case prior to the Vesting Date, then all of the Performance Shares Restricted Stock will vest at 100% of target award level on the date of Participant’s termination of employment service on the Board as a result of such death his/her Disability or Disabilitythe date Participant dies while serving on the Board, as applicable. (iii) In the event Participant’s employment with Participant terminates service on the Company or any of its affiliates is terminated Board due to an unsuccessful attempt by his/her Retirement (as defined in Section 3 hereof) Participant to win re-election to the Board prior to the Vesting Date, then the Performance Restricted Stock will vest with respect to such number of Shares shall continue (rounded to be eligible to vest during the Performance Period pursuant to Sections 1(b)(i) and (ivnearest whole Share) as described therein, but only as to a time-weighted portion equals the product of (x) the “Time-Weighted Portion”) of the Performance Shares (such Time-Weighted Portion shall be determined by multiplying the total number of Performance Shares underlying the Restricted Stock awarded to Participant as described in Section 1(a) hereof multiplied by (y) a fraction (not to exceed one), the numerator of which shall be equal to the number of whole months (counting each month as ending on the first day of the calendar month) elapsed from the Performance Share Restricted Stock Effective Date until the date of Participant’s termination of employment with Participant terminates service on the Company or any of its affiliates by reason of his/her RetirementBoard due to an unsuccessful attempt to win re-election to the Board, as applicable (not to exceed twelve), and the denominator of which is 36shall be twelve). (iv) Notwithstanding Section 1(b)(i)) above, upon the occurrence of a Change in Control (as defined in the Plan) prior to the Vesting Date, provided Participant has remained served continuously employed with on the Company and/or its affiliates Board from the Performance Share Restricted Stock Effective Date until the date of such Change in Control, the Committee shall have the authority to determine that the Performance Shares: (A) will be continued by the Company (if the Company is the surviving entity); or (B) will be assumed by the surviving entity or its parent or subsidiary; or (C) will be substituted for by the surviving entity or its parent or subsidiary with an equivalent award for the Performance Shares. If (A), (B) or (C) above apply, the continued, assumed or substituted awards will provide (X) similar terms and conditions, including vesting and performance measures, and preserve the same benefits as the Performance Shares that are being continued or replaced, and (Y) that, in the event of Participant’s involuntary termination by the Company without Cause (as defined in the Plan) or termination by Participant for Good Reason (as defined in the Plan), in either case, prior to the Vesting Date and on, or within the two-year period following, the date then all of the Change in Control, the Performance Shares (or substituted award) Restricted Stock will vest at 100% of the target level award and become immediately nonforfeitable. In the event that upon the occurrence of a Change in Control, the Committee determines that (A), (B) and (C) shall not apply, the Committee shall have the discretionary authority to determine the impact of the Change in Control on the Performance Shares as provided in Section 16 of the Plan. Notwithstanding Sections 1(b)(i) or (iii) above, upon the occurrence of a Change in Control prior to the Vesting Date but after the date Participant’s employment with the Company or any of its affiliates is terminated by reason of his/her Retirement, then the Time-Weighted Portion of the Performance Shares (determined as provided in Section 1(b)(iii)), shall vest at 100% of the target level award on the date of the Change in Control. (v) Prior to vesting, the Performance Shares Restricted Stock shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by Participant, other than by will or the laws of descent and distribution. (vi) Prior to vesting, Participant shall have voting rights and receive dividends, if and when declared, on the Performance Shares Restricted Stock held by the Company on behalf of Participant. For so long as the Company holds the Performance Shares on behalf of Participant, if the Company pays any cash dividends on its Shares, the Company will credit Participant an amount for each Share covered by the Performance Shares that is outstanding as of the record date for such dividend, the per Share amount of such cash dividends that Participant would have received had Participant owned the underlying Shares as of the record date of the cash dividend and such amounts shall be paid to Participant only to the extent the Performance Shares with respect to which such dividends were paid become vested. In that case, the Company shall pay such amount to Participant, less any required withholding taxes, at the same time the Performance Shares to which such cash dividends relate become vested. This additional payment right will be treated as a separate arrangement from the Performance Shares.

Vesting; Change in Control; Restrictions. (i) Subject in each case to the provisions of this Section 1, Participant’s rights with respect to the Performance Shares Restricted Stock awarded hereunder shall vest as follows: 50% of the Restricted Stock awarded will vest on September 30, 2017 (the “Vesting first annual anniversary of the Restricted Stock Effective Date and the remaining 50% of the Restricted Stock awarded will vest on the second annual anniversary of the Restricted Stock Effective Date”), provided that Participant has remained continuously employed with the Company and/or its affiliates Affiliates from the Performance Share Restricted Stock Effective Date until the Vesting Date. The number of Shares that vest on the Vesting Date shall equal the number of Performance Shares granted pursuant to Section 1(a), multiplied by the each such vesting percentage set forth in Attachment A hereto corresponding to the Company’s Pre-Tax Income (as defined in Section 3 hereof) for the Performance Period (as defined in Section 3 hereof) (rounded to the nearest whole Share). If the vesting percentage in Attachment A exceeds 100%, the vesting percentage shall be multiplied by the number of Performance Shares granted in Section 1(a) and Participant shall receive the total number of Shares so determined, provided, however, if the vesting percentage exceeds 100%, the Committee shall have the authority, in its sole discretion, in lieu of delivering the additional Shares, to make a cash payment (net of applicable tax withholdings) to the Participant within the first two and one-half months following the Vesting Date equal to the product of (x) the excess of the vesting percentage over 100%, with such excess percentage multiplied by the total number of Performance Shares, multiplied by (y) the closing price per Share as reported by the New York Stock Exchange (“NYSE”) at the close of business on the Vesting Date. In no event may the amount of any cash payment to be made hereunder exceed the product of (x) 100% multiplied by the total number of Performance Shares multiplied by (y) the closing price per Share as reported by the NYSE at the close of business on the Vesting Datedate. (ii) Subject to the provisions of this Section 1, upon the occurrence of a Change in Control of the Company, all shares of Restricted Stock not theretofore vested pursuant to Section 1(b)(i) above shall become immediately vested, provided that Participant has remained continuously employed with the Company and/or its Affiliates from the Restricted Stock Effective Date until such Change in Control. (iii) In the event Participant’s Participant dies or his/her employment is terminated by the Company or any of its affiliates as a result of his/her Disability Affiliates for any reason other than for “Cause” (as defined in the Planbelow), or Participant dies while an employee of the Company or any of its affiliates, in either case prior to the Vesting Date, then the Performance Shares will vest at 100% of target award level on the date of Participant’s termination of employment as a result of such death or Disability. (iii) In the event Participant’s employment with the Company or any of its affiliates is terminated by reason of his/her Retirement “Disability” (as defined below) or “Retirement” (as defined below), then Participant (or, as appropriate, Participant’s executors, estate or proper legal guardians and representatives) shall be entitled to the immediate vesting of such number of shares of Restricted Stock (rounded downward to the next share in the case of a fractional share) as equals (A) the product of (y) the total number of shares of Restricted Stock awarded to Participant as described in Section 3 hereof1(a) prior to the Vesting Date, then the Performance Shares shall continue to be eligible to vest during the Performance Period pursuant to Sections 1(b)(ihereof multiplied by (z) and (iv) as described therein, but only as to a time-weighted portion (the “Time-Weighted Portion”) of the Performance Shares (such Time-Weighted Portion shall be determined by multiplying the number of Performance Shares by a fraction (not to exceed one)fraction, the numerator of which shall be equal to the number of whole months (counting each month as ending on the first day of the a calendar month) elapsed from the Performance Share Effective Date until the date of Participant’s termination of employment with the Company or any of its affiliates by reason of his/her Retirement, and the denominator of which is 36). (iv) Notwithstanding Section 1(b)(i), upon the occurrence of a Change in Control (as defined in the Plan) prior to the Vesting Date, provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Restricted Stock Effective Date until the date of such Change in Controldeath, termination not for “Cause”, termination as a result of “Disability” or “Retirement” and the Committee denominator of which shall have the authority to determine that the Performance Shares: (A) will be continued by the Company (if the Company is the surviving entity); or 24, less (B) will be assumed by the surviving entity or its parent or subsidiary; or (C) will be substituted for by the surviving entity or its parent or subsidiary with an equivalent award for the Performance Shares. If (A), (B) or (C) above apply, the continued, assumed or substituted awards will provide (X) similar terms and conditions, including vesting and performance measures, and preserve the same benefits as the Performance Shares number of shares of Restricted Stock that are being continued or replaced, and (Y) that, in the event of Participant’s involuntary termination by the Company without Cause (as defined in the Plan) or termination by Participant for Good Reason (as defined in the Plan), in either case, vested prior to the Vesting Date and on, or within the two-year period following, the date of the Change in Controlsuch death, the Performance Shares (termination not for “Cause,” termination as a result of “Disability” or substituted award) will vest at 100% of the target level award and become immediately nonforfeitable. In the event that upon the occurrence of a Change in Control, the Committee determines that (A), (B) and (C) shall not apply, the Committee shall have the discretionary authority to determine the impact of the Change in Control on the Performance Shares as provided in Section 16 of the Plan. Notwithstanding Sections 1(b)(i) or (iii) above, upon the occurrence of a Change in Control prior to the Vesting Date but after the date Participant’s employment with the Company or any of its affiliates is terminated by reason of his/her “Retirement, then the Time-Weighted Portion of the Performance Shares (determined as provided in Section 1(b)(iii)), shall vest at 100% of the target level award on the date of the Change in Control.” (viv) Prior to vesting, the Performance Shares shares of Restricted Stock shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by Participant, other than by will or the laws of descent and distribution. (viv) Prior to vesting, Participant shall have voting rights and receive dividends, if and when declared, on the Performance Shares shares of Restricted Stock held by the Company on behalf of Participant. For so long . (vi) Prior to vesting, the Company may impose such restrictions with respect to Restricted Stock in addition to those contained herein as the Company holds may deem appropriate. For purposes of this Agreement, a termination for “Cause” shall mean a termination of employment by the Performance Shares on behalf Company or an Affiliate due to any of Participantthe following: (A) any act or failure to act (or series or combination thereof) by Participant done with the intent to harm in any material respect the interests of the Company or any Affiliate thereof; (B) the commission by Participant of a felony; (C) the perpetration by Participant of a dishonest act or common law fraud against the Company or any Affiliate thereof; (D) a grossly negligent act or failure to act (or series or combination thereof) by Participant detrimental in any material respect to the interests of the Company or any Affiliate thereof; (E) the material breach by Participant of his/her agreements or obligations under his/her employment agreement, if applicable; or (F) the continued refusal to follow directives which are consistent with Participant’s duties and responsibilities. For purposes of this Agreement, a Participant shall be deemed to have a “Disability” if the Participant becomes ill or is injured or otherwise becomes disabled or incapacitated such that, in the opinion of the Committee, he/she cannot fully carry out and perform his/her duties as an employee of the Company pays any cash dividends on its Shares(and all Affiliates), the Company will credit Participant an amount for each Share covered by the Performance Shares that is outstanding as of the record date for such dividend, the per Share amount of such cash dividends that Participant would have received had Participant owned the underlying Shares as of the record date of the cash dividend and such amounts disability or incapacity shall be paid to Participant only to the extent the Performance Shares with respect to which such dividends were paid become vested. In that case, the Company shall pay such amount to Participant, less any required withholding taxes, at the same time the Performance Shares to which such cash dividends relate become vested. This additional payment right will be treated as continue for a separate arrangement from the Performance Sharesperiod of forty-five (45) consecutive days.

Vesting; Change in Control; Restrictions. (i) Subject in each case to the provisions of this Section 1, the Performance Shares Restricted Stock awarded hereunder shall vest as to one-third of the aggregate Shares (rounded to the nearest whole Share) on September 30, 2017 each of the first and second anniversaries of the Restricted Stock Effective Date and with respect to the remaining Shares on the third anniversary of the Restricted Stock Effective Date (each such date on which the Restricted Stock vests is hereinafter referred to as a “Vesting Date” and the third anniversary of the Restricted Stock Effective Date is hereinafter referred to as the “Final Vesting Date”), provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Restricted Stock Effective Date until the Vesting Date. The number of Shares that vest on the Vesting Date shall equal the number of Performance Shares granted pursuant to Section 1(a), multiplied by the vesting percentage set forth in Attachment A hereto corresponding to the Company’s Pre-Tax Income (as defined in Section 3 hereof) for the Performance Period (as defined in Section 3 hereof) (rounded to the nearest whole Share). If the vesting percentage in Attachment A exceeds 100%, the vesting percentage shall be multiplied by the number of Performance Shares granted in Section 1(a) and Participant shall receive the total number of Shares so determined, provided, however, if the vesting percentage exceeds 100%, the Committee shall have the authority, in its sole discretion, in lieu of delivering the additional Shares, to make a cash payment (net of applicable tax withholdings) to the Participant within the first two and one-half months following the Vesting Date equal to the product of (x) the excess of the vesting percentage over 100%, with such excess percentage multiplied by the total number of Performance Shares, multiplied by (y) the closing price per Share as reported by the New York Stock Exchange (“NYSE”) at the close of business on the Vesting Date. In no event may the amount of any cash payment to be made hereunder exceed the product of (x) 100% multiplied by the total number of Performance Shares multiplied by (y) the closing price per Share as reported by the NYSE at the close of business on the Vesting Date. (ii) In the event Participant’s employment is terminated by the Company or any of its affiliates as a result of his/her Disability (as defined in the Plan), or Participant dies while an employee of the Company or any of its affiliates, in either case prior to the Vesting Date, then the Performance Shares will vest at 100% of target award level on the date of Participant’s termination of employment as a result of such death or Disability. (iii) In the event Participant’s employment with the Company or any of its affiliates is terminated by his/her Retirement (as defined in Section 3 hereof) prior to the Vesting Date, then the Performance Shares shall continue to be eligible to vest during the Performance Period pursuant to Sections 1(b)(i) and (iv) as described therein, but only as to a time-weighted portion (the “Time-Weighted Portion”) of the Performance Shares (such Time-Weighted Portion shall be determined by multiplying the number of Performance Shares by a fraction (not to exceed one), the numerator of which shall be equal to the number of whole months (counting each month as ending on the first day of the calendar month) elapsed from the Performance Share Effective Date until the date of Participant’s termination of employment with the Company or any of its affiliates by reason of his/her Retirement, and the denominator of which is 36). (iv) Notwithstanding Section 1(b)(i), upon the occurrence of a Change in Control (as defined in the Plan) prior to the Final Vesting Date, provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Restricted Stock Effective Date until the date of such the Change in Control, the Committee shall have the authority to determine that the Performance SharesRestricted Stock: (A) will be continued by the Company (if the Company is the surviving entity); or (B) will be assumed by the surviving entity or its parent or subsidiary; or (C) will be substituted for by the surviving entity or its parent or subsidiary with an equivalent award for the Performance SharesRestricted Stock. If (A), (B) or (C) above apply, the continued, assumed or substituted awards will provide (X) similar terms and conditions, including vesting and performance measuresVesting Dates, and preserve the same benefits as the Performance Shares Restricted Stock that are is being continued or replaced, and (Y) that, in the event of Participant’s involuntary termination of employment by the Company without Cause (as defined in the Plan) or termination by the Participant for Good Reason (as defined in the Plan), in either case, prior to the Final Vesting Date and on, or within the two-year period following, the date of the Change in Control, the Performance Shares unvested Restricted Stock (or unvested substituted award) will fully vest at 100% of the target level award and become immediately nonforfeitable. In the event that upon the occurrence of a Change in Control, the Committee determines that (A), (B) and (C) shall not apply, the Committee shall have the discretionary authority to determine the impact of the Change in Control on the Performance Shares outstanding unvested Restricted Stock as provided in Section 16 of the Plan. Notwithstanding Sections 1(b)(i) or . (iii) above, upon In the occurrence of a Change in Control prior to the Vesting Date but after the date event Participant’s employment with is terminated by the Company as a result of his/her Disability (as defined in the Plan) or by the Participant by reason of Retirement (as hereinafter defined), or Participant dies while an employee of the Company or any of its affiliates is terminated by reason of his/her Retirementaffiliates, prior to the Final Vesting Date, then the Time-Weighted Portion unvested Restricted Stock will vest with respect to such number of Shares (rounded to the nearest whole Share) equal to the product of (A) the total number of Shares of unvested Restricted Stock multiplied by (B) a fraction (not to exceed one), the numerator of which shall be equal to the number of whole months (counting each month as ending on the first day of the Performance Shares (determined as provided in Section 1(b)(iii)), shall vest at 100% of calendar month) elapsed from the target level award on Restricted Stock Effective Date until the date of such death, Disability or Retirement (not to exceed 36), and the Change in Control. (v) Prior to vestingdenominator of which shall be 36, and remaining unvested Restricted Stock shall be forfeited and the Performance Shares shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by Participant, other than by will or the laws of descent and distribution. (vi) Prior to vesting, Participant Company shall have voting rights on the Performance Shares held by the Company on behalf of Participant. For so long as the Company holds the Performance Shares on behalf of Participant, if the Company pays any cash dividends on its Shares, the Company will credit Participant an amount for each Share covered by the Performance Shares that is outstanding as of the record date for such dividend, the per Share amount of such cash dividends that Participant would have received had Participant owned the underlying Shares as of the record date of the cash dividend and such amounts shall be paid no further obligation to Participant only to the extent the Performance Shares with respect to which such dividends were paid become vested. In that case, the Company shall pay such amount to Participant, less any required withholding taxes, at the same time the Performance Shares to which such cash dividends relate become vested. This additional payment right will be treated as a separate arrangement from the Performance Sharesforfeited Restricted Stock.

Vesting; Change in Control; Restrictions. (i) Subject in each case to the provisions of this Section 1, the Performance Shares awarded hereunder shall vest on September 30, 2017 the date (the “Vesting Date”)) that is the third anniversary of the Performance Share Effective Date, provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Effective Date until the Vesting Date. The number of Shares that vest on the Vesting Date shall equal the number of Performance Shares granted pursuant to Section 1(a), multiplied by the vesting percentage set forth in Attachment A B hereto corresponding to the Company’s Pre-Tax Income TSR (as defined in Section 3 hereof) rank compared to its Peer Group (as defined in Section 3 hereof) for the Performance Period (as defined in Section 3 hereof) (rounded to the nearest whole Share). If the vesting percentage in Attachment A B exceeds 100%, the vesting percentage shall be multiplied by the number of Performance Shares granted in Section 1(a) and Participant shall receive the total number of Shares so determined, provided, however, if the vesting percentage exceeds 100%, the Committee shall have the authority, in its sole discretion, in lieu of delivering the additional Shares, to make a cash payment (net of applicable tax withholdings) to the Participant within the first two and one-half months following the Vesting Date equal to the product of (x) the excess of the vesting percentage over 100%, with such excess percentage multiplied by the total number of Performance Shares, multiplied by (y) the closing price per Share as reported by the New York Stock Exchange (“NYSE”) at the close of business on the Vesting Date. In no event may the amount of any cash payment to be made hereunder exceed the product of (x) 10050% multiplied by the total number of Performance Shares multiplied by (y) the closing price per Share as reported by the NYSE at the close of business on the Vesting Date. (ii) In the event Participant’s employment is terminated by the Company or any of its affiliates as a result of his/her Disability (as defined in the Plan), or Participant dies while an employee of the Company or any of its affiliates, in either case prior to the Vesting Date, then the Performance Shares will vest at 100% of target award level on the date of Participant’s termination of employment as a result of such death or Disability. (iii) In the event Participant’s employment with the Company or any of its affiliates is terminated by his/her Retirement (as defined in Section 3 hereof) prior to the Vesting Date, then the Performance Shares shall continue to be eligible to vest during the Performance Period pursuant to Sections 1(b)(i) and (iv) as described therein, but only as to a time-weighted portion (the “Time-Weighted Portion”) of the Performance Shares (such Time-Weighted Portion shall be determined by multiplying the number of Performance Shares by a fraction (not to exceed one), the numerator of which shall be equal to the number of whole months (counting each month as ending on the first day of the calendar month) elapsed from the Performance Share Effective Date until the date of Participant’s termination of employment with the Company or any of its affiliates by reason of his/her Retirement, and the denominator of which is 36). (iv) Notwithstanding Section 1(b)(i), upon the occurrence of a Change in Control (as defined in the Plan) prior to the Vesting Date, provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Effective Date until the date of such Change in Control, the Committee shall have the authority to determine that the Performance Shares: (A) will be continued by the Company (if the Company is the surviving entity); or (B) will be assumed by the surviving entity or its parent or subsidiary; or (C) will be substituted for by the surviving entity or its parent or subsidiary with an equivalent award for the Performance Shares. If (A), (B) or (C) above apply, the continued, assumed or substituted awards will provide (X) similar terms and conditions, including vesting and performance measures, and preserve the same benefits as the Performance Shares that are being continued or replaced, and (Y) that, in the event of Participant’s involuntary termination by the Company without Cause (as defined in the Plan) or termination by Participant for Good Reason (as defined in the Plan), in either case, prior to the Vesting Date and on, or within the two-year period following, the date of the Change in Control, the Performance Shares (or substituted award) will vest at 100% of the target level award and become immediately nonforfeitable. In the event that upon the occurrence of a Change in Control, the Committee determines that (A), (B) and (C) shall not apply, the Committee shall have the discretionary authority to determine the impact of the Change in Control on the Performance Shares as provided in Section 16 of the Plan. Notwithstanding Sections 1(b)(i) or (iii) above, upon the occurrence of a Change in Control prior to the Vesting Date but after the date Participant’s employment with the Company or any of its affiliates is terminated by reason of his/her Retirement, then the Time-Weighted Portion of the Performance Shares (determined as provided in Section 1(b)(iii)), shall vest at 100% of the target level award on the date of the Change in Control. (v) Prior to vesting, the Performance Shares shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by Participant, other than by will or the laws of descent and distribution. (vi) Prior to vesting, Participant shall have voting rights on the Performance Shares held by the Company on behalf of Participant. For so long as the Company holds the Performance Shares on behalf of Participant, if the Company pays any cash dividends on its Shares, the Company will credit Participant an amount for each Share covered by the Performance Shares that is outstanding as of the record date for such dividend, the per Share amount of such cash dividends that Participant would have received had Participant owned the underlying Shares as of the record date of the cash dividend and such amounts shall be paid to Participant only to the extent the Performance Shares with respect to which such dividends were paid become vested. In that case, the Company shall pay such amount to Participant, less any required withholding taxes, at the same time the Performance Shares to which such cash dividends relate become vested. This additional payment right will be treated as a separate arrangement from the Performance Shares.

Vesting; Change in Control; Restrictions. (i) Subject in each case to the provisions of this Section 12, Participant’s rights with respect to the Performance Shares Restricted Stock awarded hereunder shall vest as follows: 100% of the Restricted Stock awarded will vest on September 30, 2017 (the “Vesting third anniversary of the Restricted Stock Effective Date”), provided that Participant has remained served continuously employed with on the Company and/or its affiliates Board from the Performance Share Restricted Stock Effective Date until the Vesting Date. The number of Shares that vest on the Vesting Date shall equal the number of Performance Shares granted pursuant to Section 1(a), multiplied by the such vesting percentage set forth in Attachment A hereto corresponding to the Company’s Pre-Tax Income (as defined in Section 3 hereof) for the Performance Period (as defined in Section 3 hereof) (rounded to the nearest whole Share). If the vesting percentage in Attachment A exceeds 100%, the vesting percentage shall be multiplied by the number of Performance Shares granted in Section 1(a) and Participant shall receive the total number of Shares so determined, provided, however, if the vesting percentage exceeds 100%, the Committee shall have the authority, in its sole discretion, in lieu of delivering the additional Shares, to make a cash payment (net of applicable tax withholdings) to the Participant within the first two and one-half months following the Vesting Date equal to the product of (x) the excess of the vesting percentage over 100%, with such excess percentage multiplied by the total number of Performance Shares, multiplied by (y) the closing price per Share as reported by the New York Stock Exchange (“NYSE”) at the close of business on the Vesting Date. In no event may the amount of any cash payment to be made hereunder exceed the product of (x) 100% multiplied by the total number of Performance Shares multiplied by (y) the closing price per Share as reported by the NYSE at the close of business on the Vesting Datedate. (ii) In the event Participant’s employment is terminated by the Company or any of its affiliates as a result of his/her Disability (as defined in the Plan), or Participant dies while an employee of the Company or any of its affiliates, in either case prior to the Vesting Date, then the Performance Shares will vest at 100% of target award level on the date of Participant’s termination of employment as a result of such death or Disability. (iii) In the event Participant’s employment with the Company or any of its affiliates is terminated by his/her Retirement (as defined in Section 3 hereof) prior to the Vesting Date, then the Performance Shares shall continue to be eligible to vest during the Performance Period pursuant to Sections 1(b)(i) and (iv) as described therein, but only as to a time-weighted portion (the “Time-Weighted Portion”) of the Performance Shares (such Time-Weighted Portion shall be determined by multiplying the number of Performance Shares by a fraction (not to exceed one), the numerator of which shall be equal to the number of whole months (counting each month as ending on the first day of the calendar month) elapsed from the Performance Share Effective Date until the date of Participant’s termination of employment with the Company or any of its affiliates by reason of his/her Retirement, and the denominator of which is 36). (iv) Notwithstanding Section 1(b)(i), upon the occurrence of a Change in Control (as defined in the Plan) prior to the Vesting Date, provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Effective Date until the date of such Change in Control, the Committee shall have the authority to determine that the Performance Shares: (A) will be continued by the Company (if the Company is the surviving entity); or (B) will be assumed by the surviving entity or its parent or subsidiary; or (C) will be substituted for by the surviving entity or its parent or subsidiary with an equivalent award for the Performance Shares. If (A), (B) or (C) above apply, the continued, assumed or substituted awards will provide (X) similar terms and conditions, including vesting and performance measures, and preserve the same benefits as the Performance Shares that are being continued or replaced, and (Y) that, in the event of Participant’s involuntary termination by the Company without Cause (as defined in the Plan) or termination by Participant for Good Reason (as defined in the Plan), in either case, prior to the Vesting Date and on, or within the two-year period following, the date of the Change in Control, the Performance Shares (or substituted award) will vest at 100% of the target level award and become immediately nonforfeitable. In the event that upon the occurrence of a Change in Control, the Committee determines that (A), (B) and (C) shall not apply, the Committee shall have the discretionary authority to determine the impact of the Change in Control on the Performance Shares as provided in Section 16 of the Plan. Notwithstanding Sections 1(b)(i) or (iii2(b)(i) above, upon the occurrence of a Change in Control prior to the Vesting Date but after the date Participant’s employment with the Company or any of its affiliates is terminated by reason of his/her RetirementControl, then the Time-Weighted Portion of the Performance Shares (determined as all Restricted Stock not vested previously shall become immediately vested, provided in Section 1(b)(iii)), shall vest at 100% of the target level award that Participant has served continuously on the date of Board from the Restricted Stock Effective Date until such Change in Control. (viii) Notwithstanding Section 2(b)(i) above, in the event that Participant’s service on the Board terminates due to retirement, death, becoming Disabled or an unsuccessful attempt by Participant to win re-election to the Board, the Restricted Stock not vested previously shall become immediately vested, provided that Participant has served continuously on the Board from the Restricted Stock Effective Date until the date of retirement, death, becoming Disabled or an unsuccessful attempt by the Participant to win re-election to the Board. (iv) Prior to vesting, the Performance Shares Restricted Stock shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by Participant, other than by will or the laws of descent and distribution. (viv) Prior to vesting, Participant shall have voting rights and receive dividends, if and when declared, on the Performance Shares Restricted Stock held by the Company on behalf of Participant. For so long as the Company holds the Performance Shares on behalf of Participant, if the Company pays any cash dividends on its Shares, the Company will credit Participant an amount for each Share covered by the Performance Shares that is outstanding as of the record date for such dividend, the per Share amount of such cash dividends that Participant would have received had Participant owned the underlying Shares as of the record date of the cash dividend and such amounts shall be paid to Participant only to the extent the Performance Shares with respect to which such dividends were paid become vested. In that case, the Company shall pay such amount to Participant, less any required withholding taxes, at the same time the Performance Shares to which such cash dividends relate become vested. This additional payment right will be treated as a separate arrangement from the Performance Shares.

Vesting; Change in Control; Restrictions. (i) Subject in each case to the provisions of this Section 12, Participant’s rights with respect to the Performance Shares Restricted Stock awarded hereunder shall vest on September 30, 2017 (the “Vesting third anniversary of the Restricted Stock Effective Date”), provided Participant has remained continuously employed with the Company and/or its affiliates Affiliates from the Performance Share Restricted Stock Effective Date until such vesting date, with the Vesting Date. The number of Shares that vest then vesting being (A) determined based upon (1) the Company’s Compound Annual Growth Rate (“CAGR”) and (2) the Company’s Total Shareholder Return (“TSR”) rank compared to the Company’s Peer Group (as set forth on the Vesting Date shall equal the number of Performance Shares granted pursuant to Section 1(aAttachment A hereto), for the Performance Period (as hereinafter defined), and (B) equal to the Restricted Stock multiplied by the vesting percentage set forth in Attachment A B hereto corresponding applicable to the Company’s Pre-Tax Income (as defined in Section 3 hereof) CAGR, and the Company’s TSR rank compared to the Company’s Peer Group, for the Performance Period (as defined in Section 3 hereof) (rounded to the nearest whole Share). If the vesting percentage Company’s CAGR falls between any of the identified percentages set forth in Attachment A exceeds 100%B hereto, then the vesting percentage shall be multiplied determined by straight line interpolation between the number of Performance Shares granted in Section 1(a) and Participant shall receive two (rounded to the total number of Shares so determined, provided, howevernearest whole Share). Notwithstanding the foregoing, if the vesting percentage exceeds One Hundred Percent (100%), then all of the Committee Restricted Stock shall have vest, but the authority, in its sole discretion, in lieu of delivering the additional Shares, to Company shall make a cash payment (net of applicable tax withholdings) to the Participant within the first two and one-half (2 1/2) months following the Vesting third anniversary of the Restricted Stock Effective Date equal to the product of (x) the excess of the vesting percentage over One Hundred Percent (100%, with such excess percentage ) multiplied by the total number of Performance Shares, Shares of Restricted Stock multiplied by (y) the closing price per Share as reported by the New York Stock Exchange (“NYSE”) NYSE at the close of business on the Vesting third anniversary of the Restricted Stock Effective Date. In no event may the amount of any cash payment to be made hereunder exceed the product of (x) 100% Fifty percent (50%) multiplied by the total number of Performance Shares of Restricted Stock multiplied by (y) the closing price per Share as reported by the NYSE at the close of business on the Vesting third anniversary of the Restricted Stock Effective Date. (ii) In the event Participant’s employment is terminated by the Company or any of its affiliates as a result of his/her Disability (as defined in the Plan), or Participant dies while an employee of the Company or any of its affiliates, in either case prior to the Vesting Date, then the Performance Shares will vest at 100% of target award level on the date of Participant’s termination of employment as a result of such death or Disability. (iii) In the event Participant’s employment with the Company or any of its affiliates is terminated by his/her Retirement (as defined in Section 3 hereof) prior to the Vesting Date, then the Performance Shares shall continue to be eligible to vest during the Performance Period pursuant to Sections 1(b)(i) and (iv) as described therein, but only as to a time-weighted portion (the “Time-Weighted Portion”) of the Performance Shares (such Time-Weighted Portion shall be determined by multiplying the number of Performance Shares by a fraction (not to exceed one), the numerator of which shall be equal to the number of whole months (counting each month as ending on the first day of the calendar month) elapsed from the Performance Share Effective Date until the date of Participant’s termination of employment with the Company or any of its affiliates by reason of his/her Retirement, and the denominator of which is 36). (iv) Notwithstanding Section 1(b)(i), upon the occurrence of a Change in Control (as defined in the Plan) prior to the Vesting Date, provided Participant has remained continuously employed with the Company and/or its affiliates from the Performance Share Effective Date until the date of such Change in Control, the Committee shall have the authority to determine that the Performance Shares: (A) will be continued by the Company (if the Company is the surviving entity); or (B) will be assumed by the surviving entity or its parent or subsidiary; or (C) will be substituted for by the surviving entity or its parent or subsidiary with an equivalent award for the Performance Shares. If (A), (B) or (C) above apply, the continued, assumed or substituted awards will provide (X) similar terms and conditions, including vesting and performance measures, and preserve the same benefits as the Performance Shares that are being continued or replaced, and (Y) that, in the event of Participant’s involuntary termination by the Company without Cause (as defined in the Plan) or termination by Participant for Good Reason (as defined in the Plan), in either case, prior to the Vesting Date and on, or within the two-year period following, the date of the Change in Control, the Performance Shares (or substituted award) will vest at 100% of the target level award and become immediately nonforfeitable. In the event that upon the occurrence of a Change in Control, the Committee determines that (A), (B) and (C) shall not apply, the Committee shall have the discretionary authority to determine the impact of the Change in Control on the Performance Shares as provided in Section 16 of the Plan. Notwithstanding Sections 1(b)(i) or (iii) above, upon the occurrence of a Change in Control prior to the Vesting Date but after the date Participant’s employment with the Company or any of its affiliates is terminated by reason of his/her Retirement, then the Time-Weighted Portion of the Performance Shares (determined as provided in Section 1(b)(iii)), shall vest at 100% of the target level award on the date of the Change in Control. (v) Prior to vesting, the Performance Shares shall not be voluntarily or involuntarily sold, assigned, transferred, pledged, alienated, hypothecated or encumbered by Participant, other than by will or the laws of descent and distribution. (vi) Prior to vesting, Participant shall have voting rights on the Performance Shares held by the Company on behalf of Participant. For so long as the Company holds the Performance Shares on behalf of Participant, if the Company pays any cash dividends on its Shares, the Company will credit Participant an amount for each Share covered by the Performance Shares that is outstanding as of the record date for such dividend, the per Share amount of such cash dividends that Participant would have received had Participant owned the underlying Shares as of the record date of the cash dividend and such amounts shall be paid to Participant only to the extent the Performance Shares with respect to which such dividends were paid become vested. In that case, the Company shall pay such amount to Participant, less any required withholding taxes, at the same time the Performance Shares to which such cash dividends relate become vested. This additional payment right will be treated as a separate arrangement from the Performance Shares.