Common use of Vesting of Award Shares Clause in Contracts

Vesting of Award Shares. (a) XXXXX (XX%) of the Award Shares (rounded to the nearest whole number automatically will vest in Grantee on each of the first XXXXX (X) anniversaries of the Award Date (each such anniversary being referred to in this Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. (b) Upon the termination of Grantee’s employment with the Company or a Subsidiary by reason of Grantee’s death, all of the Award Shares that have not previously vested under Section 2(a) or been forfeited under Section 3 will immediately vest on the date of Grantee’s death. (c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee. (d) After Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in Grantee’s name free of any restrictions. In the event of Grantee’s death, the Company will instruct the Transfer Agent to transfer the Award Shares that become vested upon Grantee’s death to Grantee’s estate as soon as administratively practicable following Grantee’s death.

Vesting of Award Shares. (a) XXXXX The Award Shares shall vest, if at all, in Grantee based upon and subject to (XX%i) the Company’s attainment for 200X of either (I) the Adjusted Earnings Per Diluted Share target set forth in the following table or (II) the Company Stock Price target set forth in the following table (collectively, the “Performance Goals”, which were established by the Committee on the Award Date), (ii) the Committee’s certification of such attainment as provided in Section 2(b), and (iii) Grantee’s satisfaction of the continuous employment requirement set forth in Section 2(b): 200X (1) Adjusted Earnings Per Diluted Share (“Adjusted EPS”) actually attained for 200X will be based on information contained in the Company’s audited consolidated statement of operations for 200X and will be calculated as set forth in Exhibit A to this Agreement. (2) The Company Stock Price (the “Stock Price”) actually attained for 200X will be equal to the average Fair Market Value (as defined in the Plan) of the Common Stock for the first twenty (20) trading days occurring after the day on which the Company first publicly reports its results of operations for 200X, an illustration of the relevant calculation being set forth in Exhibit B to this Agreement. (b) As soon as practicable after December 31, 200X, the Committee shall certify in writing whether or not the Company attained either of the Performance Goals for 200X. No Award Shares (rounded to the nearest whole number automatically will vest in Grantee on each of (i) unless and until the first XXXXX Committee has certified in writing that an applicable Performance Goal has been attained for 200X and (Xii) anniversaries of the Award Date (each such anniversary being referred to in this Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. (b) Upon the termination of Grantee’s employment with the Company or a Subsidiary by reason of Grantee’s death, all of the Award Shares that have not previously vested under Section 2(a) or been forfeited under Section 3 will immediately vest on through the date of Grantee’s deathsuch Committee certification. (c) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever. (d) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee. (de) After Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in GranteeXxxxxxx’s name free of any restrictions. In the event of Grantee’s death, the Company will instruct the Transfer Agent to transfer the Award Shares that become vested upon Grantee’s death to Grantee’s estate as soon as administratively practicable following Grantee’s death.

Vesting of Award Shares. (a) XXXXX Twenty-five percent (XX%25%) of the Award Shares (rounded to the nearest whole number automatically will vest in Grantee on each the first anniversary of the first XXXXX Award Date, and seventy-five percent (X75%) anniversaries of the Award Shares automatically will vest in Grantee on the second anniversary of the Award Date (each such anniversary being referred to in this Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. (b) Upon . Notwithstanding the termination preceding provisions of this Section 2(a), if the Grantee’s employment with the Company or a Subsidiary is terminated by reason of the Company without cause (as defined in the Employment Agreement dated January 18, 2001, among the Company, CSG Systems, Inc., and the Grantee’s death), then all of the Award Shares that which have not previously vested under in Grantee pursuant to this Section 2(a) or been forfeited under Section 3 will immediately vest on as of the effective date of such termination of the Grantee’s deathemployment without cause automatically shall fully vest in Grantee on such effective date. (b) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever. (c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee. (d) After the Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may shall be free to deal with and dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, discretion and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in Grantee’s name free of any restrictions. In the event of Grantee’s death, the Company will instruct the Transfer Agent to transfer the Award Shares that become vested upon Grantee’s death to Grantee’s estate as soon as administratively practicable following Grantee’s death.

Vesting of Award Shares. (a) XXXXX Fifty percent (XX%50%) of the Award Shares (rounded to the nearest whole number automatically will vest in Grantee on each that date which is the first anniversary of the first XXXXX Award Date, twenty-five percent (X25%) anniversaries of the Award Shares automatically will vest in Grantee on that date which is eighteen (18) months after the Award Date, and twenty-five percent (25%) of the Award Shares automatically will vest in Grantee on that date which is the second anniversary of the Award Date (each such anniversary date referred to in the preceding provisions of this Section 2(a) being referred to in this Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. (b) Upon . Notwithstanding the termination preceding provisions of this Section 2(a), if the Grantee’s employment with the Company or a Subsidiary is terminated by reason of the Company without cause (as defined in the Employment Agreement dated November 17, 1998, among the Company, CSG Systems, Inc., and the Grantee’s death), then all of the Award Shares that which have not previously vested under in Grantee pursuant to this Section 2(a) or been forfeited under Section 3 will immediately vest on as of the effective date of such termination of the Grantee’s deathemployment without cause automatically shall fully vest in Grantee on such effective date. (b) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever. (c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee. (d) After the Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may shall be free to deal with and dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, discretion and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in Grantee’s name free of any restrictions. In the event of Grantee’s death, the Company will instruct the Transfer Agent to transfer the Award Shares that become vested upon Grantee’s death to Grantee’s estate as soon as administratively practicable following Grantee’s death.

Vesting of Award Shares. (a) XXXXX (XX%) of the Award Shares (rounded to the nearest whole number automatically will vest in Grantee on each of the first XXXXX (X) anniversaries of the Award Date (each such anniversary being referred to in this Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. (b) Upon the termination of Grantee’s employment with the Company or a Subsidiary by reason of Grantee’s death, all of the Award Shares that have not previously vested under Section 2(a) or been forfeited under Section 3 will immediately vest on the date of Grantee’s death. (c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for For purposes of this Agreement, “Performance Period” means the term “Company” shall include a Subsidiary period beginning on the Award Date and ending on December XX, 202X. (as defined b) Subject to Section 16, the Award Shares will vest, if at all, in increments of XXXXXX-XXXX Percent (XX%) based on levels of appreciation in the Plan); and neither a transfer of Grantee from the employ market price of the Company to Common Stock (“Stock Price Thresholds”) during the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ Performance Period. A Stock Price Threshold will deemed met as of the Company date during the Performance Period on which the average per share closing price of the Common Stock on the NASDAQ Stock Market (or another Subsidiary shall be deemed to be a Termination of Employment of Granteesuch other principal exchange or market on which the Common Stock is then traded) for twenty (20) consecutive trading days first equals or exceeds the Stock Price Threshold noted below. (dc) After Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for electronically transfer such remaining vested Award Shares in Grantee’s name to an account designated by Grantee free of any restrictions. In , subject to any applicable administrative requirements of the event Transfer Agent. (d) The Threshold Stock Prices will be adjusted by the Committee for stock splits, stock dividends or other similar changes in the capitalization of Grantee’s death, the Company in accordance with Section 20 of the Plan. (e) At the end of the Performance Period, any rights and interests of Grantee in any of the Award Shares which have not vested in Grantee pursuant to Section 2(b) or Section 16 or been cancelled pursuant to Section 3 automatically will instruct completely and forever terminate; and, at the direction of the Company, the Transfer Agent to transfer will remove from the Restricted Stock Account and cancel all of those unvested Award Shares that become vested upon Grantee’s death to Grantee’s estate as soon as administratively practicable following Grantee’s deathShares.

Vesting of Award Shares. (a) XXXXX The Award Shares shall vest, if at all, in Grantee in three installments, as set forth in the following table, based upon and subject to (XX%i) the Company’s attainment for a Performance Period set forth in the following table of either (I) the applicable Adjusted Annual EPS target set forth in the following table or (II) the applicable Company Annual Stock Price Target set forth in the following table (collectively, the “Performance Goals”, which were established by the Committee on the Award Date), (ii) the Committee’s certification of such attainment as provided in Section 2(b), and (iii) Grantee’s satisfaction of the continuous employment requirement set forth in Section 2(b): Performance Period (calendar year) Number of Award Shares Subject to Vesting for the Performance Period Performance Goals Adjusted Annual EPS Target (1) Company Annual Stock Price Target (2) (1) Adjusted Annual EPS (“Adjusted EPS”) actually attained for a Performance Period will be based on information contained in the Company’s audited consolidated statement of operations for such Performance Period and will be calculated as set forth in Exhibit A to this Agreement. (2) The Company Annual Stock Price (the “Stock Price”) actually attained for a Performance Period will be equal to the average Fair Market Value (as defined in the Plan) of the Common Stock for the first twenty (20) trading days occurring after the day on which the Company first publicly reports its results of operations for such Performance Period and will be calculated as set forth in Exhibit B to this Agreement. (b) As soon as practicable after the end of each Performance Period, the Committee shall certify in writing whether or not the Company attained either of the Performance Goals for such Performance Period. No Award Shares (rounded to the nearest whole number automatically will vest in Grantee on each of (i) unless and until the first XXXXX (X) anniversaries of the Award Date (each such anniversary being referred to Committee has certified in this Agreement as a “Vesting Date”); provided, however, writing that no Award Shares shall vest in Grantee on an applicable Performance Goal has been attained for a particular Vesting Date Performance Period and (ii) unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. (b) Upon the termination of Grantee’s employment with the Company or a Subsidiary by reason of Grantee’s death, all of the Award Shares that have not previously vested under Section 2(a) or been forfeited under Section 3 will immediately vest on through the date of Grantee’s deathsuch Committee certification. (c) If, pursuant to Section 2(b), the Committee certifies in writing that neither of the applicable Performance Goals for the first or second Performance Period has been met, then the Award Shares Subject to Vesting for such Performance Period, as shown in the table in Section 2(a), nevertheless may vest in Grantee at the end of a subsequent Performance Period shown in such table if (i) one of the applicable Performance Goals for such subsequent Performance Period is attained, (ii) the Committee certifies such attainment in accordance with Section 2(b), and (iii) Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. Solely by way of illustration of the possible operation of this Section 2(c), if the Company’s Adjusted EPS for the 2011 Performance Period is $X.XX and the applicable Stock Price for such Performance Period is $XX.XX, then neither of the Performance Goals for such Performance Period will have been attained, and no Award Shares will vest in Grantee for such Performance Period. However, if the Company’s Adjusted EPS for the 2012 Performance Period is at least $X.XX or the Stock Price for such Performance Period is at least $XX.XX, as certified by the Committee in accordance with Section 2(b), then the Award Shares which are subject to vesting for both the 2011 and 2012 Performance Periods will vest in Grantee as long as Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. A similar deferred vesting may occur if the Company did not attain an applicable Performance Goal for the 2011 or 2012 Performance Period but attains one of the applicable Performance Goals for the 2013 Performance Period, the Committee certifies such attainment, and Xxxxxxx has been continuously employed by the Company from the Award Date through the date of such Committee certification. If Award Shares have vested in Grantee for a particular Performance Period, the failure of the Company to attain any Performance Goal for a subsequent Performance Period shall have no effect upon such vested Award Shares. (d) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever. (e) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee. (df) After Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in GranteeXxxxxxx’s name free of any restrictions. In the event of Grantee’s death, the Company will instruct the Transfer Agent to transfer the Award Shares that become vested upon Grantee’s death to Grantee’s estate as soon as administratively practicable following Grantee’s death.

Vesting of Award Shares. (a) XXXXX Subject to Sections 2(b), (XX%c), (d), (e) and (f) below, all of Employee’s right, title and interest in and to the Award Shares is and shall be contingent upon and subject to the continued full-time employment of Employee by the Company during the vesting periods (the “Vesting Periods”). On the last day (the “Vesting Date”) of each Vesting Period, and provided that Employee is then a full time employee of the Company, Employee shall be deemed to be fully vested without restriction in all of the Award Shares (rounded to the nearest whole number automatically will vest in Grantee on each of the first XXXXX (X) anniversaries of the Award Date (each such anniversary being referred to in this Agreement as a “covered by that Vesting Date”); provided, however, that no Period. Award Shares shall vest in Grantee on a particular Grant Date Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date.Shares Vested 92,593 October 1, 2006 September 30, 2007 All Shares (b) Upon In the termination of Granteeevent that Employee voluntarily resigns from Employee’s full-time employment with the Company for a reason other than Good Reason or is terminated by the Company for Cause during any Vesting Period, Employee shall forfeit all right, title and interest in and to all unvested Award Shares. (c) In the event that Employee is terminated from employment by the Company prior to the end of any Vesting Period because the Employee has died or become Disabled, Employee shall thereupon become immediately vested without restriction in all of the Award Shares covered by the shorter of the next three (3) months immediately following the Date of Termination and that unexpired Vesting Period to the same extent as though Employee had remained employed through the end of such three (3) month period or unexpired Vesting Period, respectively. Employee shall forfeit all right, title and interest in and to all other unvested Award Shares. (d) In the event that Employee is terminated from employment by the Company without Cause (other than in the event of death or Disability, it being understood that a Subsidiary purported termination for Disability or for Cause which is disputed and finally determined not to have been a proper termination for Cause or Disability shall be a termination by reason the Company without Cause) or if Employee terminates his employment for Good Reason (in each case, in the absence of Grantee’s deatha Change in Control), Employee shall thereupon become immediately vested without restriction in all of the Award Shares that would have not previously vested under pursuant to Section 2(a) above over the then remaining term of the Employment Agreement or, if longer, the twelve (12) month period immediately following the Date of Termination had Employee remained employed through the end of such term or been forfeited under twelve (12) month period, respectively. (e) Notwithstanding anything to the contrary in Section 3 will 2 (a), (b), (c) or (d) above, in the event that the Company consummates a Change of Control, Employee shall thereupon become immediately vest on vested without restriction in one-half of the number of unvested Award Shares as of the date of Grantee’s deaththe Change of Control (comprising those Shares scheduled next to vest), and the remaining unvested Award Shares shall continue to vest in accordance with this Section 2. (cf) In determining Notwithstanding anything to the existence contrary in this Section 2, in the event that (i) upon or within six months before a Change of continuous Control or within two years following a Change of Control either (x) the Company terminates Employee’s employment without Cause (other than in the event of Grantee death or Disability, it being understood that a purported termination for Disability or for Cause which is disputed and finally determined not to have been proper termination for Cause or Disability shall be a termination by the Company without Cause) or (y) Employee terminates his employment for Good Reason, or (ii) the existence Chairman of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ Board of the Company immediately prior to the employ consummation of a Subsidiary nor Change of Control ceases to be the transfer of Grantee from the employ of a Subsidiary to the employ Chairman of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee. (d) After Grantee has become vested in any Board of the Award Shares andCompany, if applicableor any successor thereto, after immediately following the cancellation Change of certain Control and Employee terminates his employment, then Employee shall thereupon become immediately vested without restriction in all of the unvested Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in Grantee’s name free of any restrictions. In the event of Grantee’s death, the Company will instruct the Transfer Agent to transfer the Award Shares that become vested upon Grantee’s death to Grantee’s estate as soon as administratively practicable following Grantee’s deathShares.

Vesting of Award Shares. (a) XXXXX The Award Shares shall vest, if at all, in Grantee in three installments, as set forth in the following table, based upon and subject to (XX%i) the Company’s attainment for a Performance Period set forth in the following table of either (I) the applicable Adjusted Earnings Per Diluted Share target set forth in the following table or (II) the applicable Company Stock Price target set forth in the following table (collectively, the “Performance Goals”, which were established by the Committee on the Award Date), (ii) the Committee’s certification of such attainment as provided in Section 2(b), and (iii) Grantee’s satisfaction of the continuous employment requirement set forth in Section 2(b): 200X _____ 200Y _____ 200Z _____ (1) Adjusted Earnings Per Diluted Share (“Adjusted EPS”) actually attained for a Performance Period will be based on information contained in the Company’s audited consolidated statement of operations for such Performance Period and will be calculated as set forth in Exhibit A to this Agreement. (2) The Company Stock Price (the “Stock Price”) actually attained for a Performance Period will be equal to the average Fair Market Value (as defined in the Plan) of the Common Stock for the first twenty (20) trading days occurring after the day on which the Company first publicly reports its results of operations for such Performance Period, an illustration of the relevant calculation being set forth in Exhibit B to this Agreement. (b) As soon as practicable after the end of each Performance Period, the Committee shall certify in writing whether or not the Company attained either of the Performance Goals for such Performance Period. No Award Shares (rounded to the nearest whole number automatically will vest in Grantee on each of (i) unless and until the first XXXXX (X) anniversaries of the Award Date (each such anniversary being referred to Committee has certified in this Agreement as a “Vesting Date”); provided, however, writing that no Award Shares shall vest in Grantee on an applicable Performance Goal has been attained for a particular Vesting Date Performance Period and (ii) unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. (b) Upon the termination of Grantee’s employment with the Company or a Subsidiary by reason of Grantee’s death, all of the Award Shares that have not previously vested under Section 2(a) or been forfeited under Section 3 will immediately vest on through the date of Grantee’s deathsuch Committee certification. (c) If, pursuant to Section 2(b), the Committee certifies in writing that neither of the Performance Goals for the first or second Performance Period has been met, then the Award Shares Subject to Vesting for such Performance Period, as shown in the table in Section 2(a), nevertheless may vest in Grantee at the end of a subsequent Performance Period shown in such table if (i) one of the Performance Goals for such subsequent Performance Period is attained, (ii) the Committee certifies such attainment in accordance with Section 2(b), and (iii) Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. Solely by way of illustration of the possible operation of this Section 2(c), if the Company’s Adjusted EPS for the 200X Performance Period is $X.XX and the applicable Stock Price for such Performance Period is $XX.XX, then neither of the Performance Goals for such Performance Period will have been attained, and no Award Shares will vest in Grantee for such Performance Period. However, if the Company’s Adjusted EPS for the 200Y Performance Period is at least $X.XX or the Stock Price for such Performance Period is at least $XX.XX, as certified by the Committee in accordance with Section 2(b), then the Award Shares which are subject to vesting for both the 200X and 200Y Performance Periods will vest in Grantee as long as Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. A similar deferred vesting may occur if the Company did not attain a Performance Goal for the 200X or 200Y Performance Period but attains one of the Performance Goals for the 200Z Performance Period, the Committee certifies such attainment, and Xxxxxxx has been continuously employed by the Company from the Award Date through the date of such Committee certification. If Award Shares have vested in Grantee for a particular Performance Period, the failure of the Company to attain any Performance Goal for a subsequent Performance Period shall have no effect upon such vested Award Shares. (d) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever. (e) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee. (df) After Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in GranteeXxxxxxx’s name free of any restrictions. In the event of Grantee’s death, the Company will instruct the Transfer Agent to transfer the Award Shares that become vested upon Grantee’s death to Grantee’s estate as soon as administratively practicable following Grantee’s death.

Vesting of Award Shares. (a) XXXXX Twenty-five percent (XX%25%) of the Award Shares (rounded to the nearest whole number automatically will vest in Grantee on each of the first XXXXX (X) anniversaries of the Award Date July 1, 2006, July 1, 2007, July 1, 2008, and July 1, 2009 (each such anniversary date being referred to in this Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. (b) Upon . Notwithstanding the termination foregoing provisions of this Section 2(a), if Grantee’s employment with the Company or terminates after March 31, 2008, solely as a Subsidiary by reason result of Grantee’s death, all voluntary retirement from the employ of the Company, then all Award Shares that which have not previously vested under in Grantee pursuant to this Section 2(a) or been forfeited under Section 3 will immediately vest on as of the effective date of such termination of Grantee’s deathemployment automatically shall fully vest in Grantee on such effective date. (b) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever. (c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee. (d) After the Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may shall be free to deal with and dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, discretion and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in Grantee’s name free of any restrictions. In the event of Grantee’s death, the Company will instruct the Transfer Agent to transfer the Award Shares that become vested upon Grantee’s death to Grantee’s estate as soon as administratively practicable following Grantee’s death.