Common use of Vesting of Performance-Based Restricted Shares Clause in Contracts

Vesting of Performance-Based Restricted Shares. With respect to sixty percent (60%) of your Award covering ____ Performance Shares will vest and immediately become transferrable on _______,____ (“Vesting Date”) in an amount, if any, based on the achievement of the performance goals set forth in Section 2.b.(i)-(iv) below. Any Performance Shares which do not become vested because of the failure to achieve these performance goals for the Performance Period shall be forfeited. i. The percentage of Performance Shares shall vest based on achievement of earnings per share (“EPS”) and return on equity (“XXX”) goals over the Performance Period described below, as indicated in the table below. Each factor will be weighted 50% in determining the total percentage of Shares earned. Performance Period: Beginning January 1, 2017 Ending December 31, 2019 Earnings per Share (EPS) $X.XX $X.XX $X.XX Return on Equity (XXX) XX% XX% XX% ii. The percentage earned related to EPS goals shall be determined based on the cumulative EPS for the 3 year Performance Period. 100% will be earned if the Company achieves target performance, 50% shall be earned if the Company achieves threshold performance and a maximum of 150% of the Performance Shares shall be earned if the Company achieves maximum or better performance. Performance that falls between threshold and target or target and maximum performance shall be interpolated between the respective percentages. Any performance that falls below threshold will result in 0% earned attributable to EPS performance. iii. The percentage earned related to XXX goals shall be based on the average XXX measured by calculating the average of each of the calendar year’s annual average XXX calculations over the 3 year Performance Period. 100% will be earned if the Company achieves target performance, 50% shall be earned if the Company achieves threshold performance and a maximum of 150% of the Performance Shares will be earned if the Company achieves maximum or better performance. Performance that falls between threshold and target or target and maximum performance shall be interpolated between the respective percentages. Any performance that falls below threshold will result in 0% earned attributable to XXX performance. iv. A weighting of 50% will be applied to each of the percentages earned related to EPS and XXX performance to determine the total percentage earned. The number of Performance Shares earned will then be determined by taking the number of Performance Shares awarded, stated in Section 2.b., multiplied by the total percentage earned. Any resulting partial shares will be rounded to the nearest whole share. v. EPS and average XXX shall be determined based on generally accepted accounting principles (“GAAP”) and may be adjusted for extraordinary items as determined by the Company’s Board of Directors. Extraordinary items shall mean extraordinary, unusual and/or non-recurring items, including but not limited to: restructuring or restructuring-related charges, gains or losses attributable to the disposition of a business or major asset, resolution and/or settlement of litigation and other legal proceedings or any other such income or expense related item that the Board of Directors has determined to be of an unusual or extraordinary nature. vi. Unless previously forfeited or transferred on account of your death, Total Disability or a Change in Control, the Restriction Period will lapse with respect to the applicable Performance Shares earned, as described in Sections 2.b (i) – (v), and Cass shall deliver the shares of Stock to you effective on the Vesting Date which is three years from the date of grant, subject to approval and certification of performance results by the Board of Directors. In the event delays are experienced in certifying the performance results, beyond the Vesting Date, once such results are in fact certified, vesting shall occur retroactively back to the Vesting Date. Cass shall deliver the shares of Stock to you as described in Section 3 of this Award Agreement.

Vesting of Performance-Based Restricted Shares. With respect to sixty percent (60%) of your Award Shares covering ____ Performance Shares, (“Performance-Based Restricted Shares”), such Shares will vest and immediately become transferrable on _______,____ (“Vesting Date”) in an amount, if any, based on the achievement of the performance goals set forth in Section 2.b.(i)-(iv) below. Any Performance Performance-Based Restricted Shares which do not become vested because of the failure to achieve these performance goals for the Performance Period shall be forfeited. i. The percentage of Performance Performance-Based Restricted Shares shall vest based on achievement of earnings per share (“EPS”) and return on equity (“XXX”) goals over the Performance Period described below, as indicated in the table below. Each factor will be weighted 50% in determining the total percentage of Shares earned. Performance Period: Beginning January 1, 2017 Ending December 31, 2019 Earnings per Share (EPS) $X.XX $X.XX $X.XX Return on Equity (XXX) XX% XX% XX% ii. The percentage earned related to EPS goals shall be determined based on the cumulative EPS for the 3 year Performance Period. 100% will be earned if the Company achieves target performance, 50% shall be earned if the Company achieves threshold performance and a maximum of 150% of the Performance Shares shares shall be earned if the Company achieves maximum or better performance. Performance that falls between threshold and target or target and maximum performance shall be interpolated between the respective percentages. Any performance that falls below threshold will result in 0% earned attributable to EPS performance. iii. The percentage earned related to XXX goals shall be based on the average XXX measured by calculating the average of each of the calendar year’s annual average XXX calculations over the 3 year Performance Period. 100% will be earned if the Company achieves target performance, 50% shall be earned if the Company achieves threshold performance and a maximum of 150% of the Performance Shares will be earned if the Company achieves maximum or better performance. Performance that falls between threshold and target or target and maximum performance shall be interpolated between the respective percentages. Any performance that falls below threshold will result in 0% earned attributable to XXX performance. iv. A weighting of 50% will be applied to each of the percentages earned related to EPS and XXX performance to determine the total percentage earned. The number of Performance Shares earned will then be determined by taking the number of Performance Performance-Based Restricted Shares awarded, stated in Section 2.b., multiplied by the total percentage earned. Any resulting partial shares will be rounded to the nearest whole share. v. EPS and average XXX shall be determined based on generally accepted accounting principles (“GAAP”) and may be adjusted for extraordinary items as determined by the Company’s Board of Directors. Extraordinary items shall mean extraordinary, unusual and/or non-recurring items, including but not limited to: restructuring or restructuring-related charges, gains or losses attributable to the disposition of a business or major asset, resolution and/or settlement of litigation and other legal proceedings or any other such income or expense related item that the Board of Directors has determined to be of an unusual or extraordinary nature. vi. Unless previously forfeited or transferred on account of your death, Total Disability or a Change in Control, the Restriction Period will lapse with respect to the applicable Performance Performance-Based Restricted Shares earned, as described in Sections 2.b (i) – (v), and Cass shall deliver the shares of Stock Shares to you effective on the Vesting Date which is three years from the date of grant, subject to approval and certification of performance results by the Board of Directors. In the event delays are experienced in certifying the performance results, beyond the Vesting Date, once such results are in fact certified, vesting shall occur retroactively back to the Vesting Date. Cass shall deliver the shares of Stock Shares to you as described in Section 3 of this Award Agreement.

Vesting of Performance-Based Restricted Shares. With respect to sixty percent (60%) of your Award Shares covering ____ Performance Shares, (“Performance-Based Restricted Shares”), such Shares will vest and immediately become transferrable on _______,________ (“Vesting Date”) in an amount, if any, based on the achievement of the performance goals set forth in Section 2.b.(i)-(iv) below. Any Performance Shares which do not become vested because of the failure to achieve these performance goals for the Performance Period shall be forfeited.Performance- i. The percentage of Performance Performance-Based Restricted Shares shall vest based on achievement of earnings per share (“EPS”) and return on equity (“XXX”) goals over the Performance Period described below, as indicated in the table below. Each factor will be weighted 50% in determining the total percentage of Shares earned. Performance Period: Beginning January 1, 2017 ____________________ (Three Years) Ending December 31, 2019 ____________________ 50% Threshold 100% Target 150% Maximum Earnings per Share (EPS) $X.XX ____ $X.XX ____ $X.XX ____ Return on Equity (XXX) XX% XX% XX%__% __% __% ii. The percentage earned related to EPS goals shall be determined based on the cumulative EPS for the 3 year Performance Period. 100% will be earned if the Company achieves target performance, 50% shall be earned if the Company achieves threshold performance and a maximum of 150% of the Performance Shares shares shall be earned if the Company achieves maximum or better performance. Performance that falls between threshold and target or target and maximum performance shall be interpolated between the respective percentages. Any performance that falls below threshold will result in 0% earned attributable to EPS performance. . iii. The percentage earned related to XXX ROE goals shall be based on the average XXX measured by calculating the average of each of the calendar year’s annual average XXX calculations over the 3 year Performance Period. 100% will be earned if the Company achieves target performance, 50% shall be earned if the Company achieves threshold performance and a maximum of 150% of the Performance Shares will be earned if the Company achieves maximum or better performance. Performance that falls between threshold and target or target and maximum performance shall be interpolated between the respective percentages. Any performance that falls below threshold will result in 0% earned attributable to XXX performance. . iv. A weighting of 50% will be applied to each of the percentages earned related to EPS and XXX performance to determine the total percentage earned. The number of Performance Shares earned will then be determined by taking the number of Performance Performance-Based Restricted Shares awarded, stated in Section 2.b., multiplied by the total percentage earned. Any resulting partial shares will be rounded to the nearest whole share. v. EPS and average XXX shall be determined based on generally accepted accounting principles (“GAAP”) and may be adjusted for extraordinary items as determined by the Company’s Board of Directors. Extraordinary items shall mean extraordinary, unusual and/or non-recurring items, including but not limited to: restructuring or restructuring-related charges, gains or losses attributable to the disposition of a business or major asset, resolution and/or settlement of litigation and other legal proceedings or any other such income or expense related item that the Board of Directors has determined to be of an unusual or extraordinary nature. vi. Unless previously forfeited or transferred on account of your death, Total Disability or a Change in Control, the Restriction Period will lapse with respect to the applicable Performance Shares earned, as described in Sections 2.b (i) – (v), and Cass shall deliver the shares of Stock to you effective on the Vesting Date which is three years from the date of grant, subject to approval and certification of performance results by the Board of Directors. In the event delays are experienced in certifying the performance results, beyond the Vesting Date, once such results are in fact certified, vesting shall occur retroactively back to the Vesting Date. Cass shall deliver the shares of Stock to you as described in Section 3 of this Award Agreement.

Vesting of Performance-Based Restricted Shares. With respect to sixty percent (60%) of your Award Shares covering ____ Performance Shares, (“Performance-Based Restricted Shares”), such Shares will vest and immediately become transferrable on _______,________ (“Vesting Date”) in an amount, if any, based on the achievement of the performance goals set forth in Section 2.b.(i)-(iv) below. Any Performance Performance-Based Restricted Shares which do not become vested because of the failure to achieve these performance goals for the Performance Period shall be forfeited. i. The percentage of Performance Performance-Based Restricted Shares shall vest based on achievement of earnings per share (“EPS”) and return on equity (“XXX”) goals over the Performance Period described below, as indicated in the table below. Each factor will be weighted 50% in determining the total percentage of Shares earned. 25492541_2.docx Performance Period: Beginning January 1, 2017 ____________________ (Three Years) Ending December 31, 2019 ____________________ Earnings per Share (EPS) $X.XX ____ $X.XX ____ $X.XX ____ Return on Equity (XXX) XX% XX% XX%__% __% __% ii. The percentage earned related to EPS goals shall be determined based on the cumulative EPS for the 3 year Performance Period. 100% will be earned if the Company achieves target performance, 50% shall be earned if the Company achieves threshold performance and a maximum of 150% of the Performance Shares shares shall be earned if the Company achieves maximum or better performance. Performance that falls between threshold and target or target and maximum performance shall be interpolated between the respective percentages. Any performance that falls below threshold will result in 0% earned attributable to EPS performance. iii. The percentage earned related to XXX goals shall be based on the average XXX measured by calculating the average of each of the calendar year’s annual average XXX calculations over the 3 year Performance Period. 100% will be earned if the Company achieves target performance, 50% shall be earned if the Company achieves threshold performance and a maximum of 150% of the Performance Shares will be earned if the Company achieves maximum or better performance. Performance that falls between threshold and target or target and maximum performance shall be interpolated between the respective percentages. Any performance that falls below threshold will result in 0% earned attributable to XXX performance. iv. A weighting of 50% will be applied to each of the percentages earned related to EPS and XXX performance to determine the total percentage earned. The number of Performance Shares earned will then be determined by taking the number of Performance Performance-Based Restricted Shares awarded, stated in Section 2.b., multiplied by the total percentage earned. Any resulting partial shares will be rounded to the nearest whole share. v. EPS and average XXX shall be determined based on generally accepted accounting principles (“GAAP”) and may be adjusted for extraordinary items as determined by the Company’s Board of Directors. Extraordinary items shall mean extraordinary, unusual and/or non-recurring items, including but not limited to: restructuring or restructuring-related charges, gains or losses attributable to the disposition of a business or major asset, resolution and/or settlement of litigation and other legal proceedings or any other such income or expense related item that the Board of Directors has determined to be of an unusual or extraordinary nature. vi. Unless previously forfeited or transferred on account of your death, Total Disability or a Change in Control, the Restriction Period will lapse with respect to the applicable Performance Performance-Based Restricted Shares earned, as described in Sections 2.b (i) – (v), and Cass Xxxx shall deliver the shares of Stock Shares to you effective on the Vesting Date Date, which is three years from the date of grant, subject to approval and certification the determination of performance results by the Board of Directors. In the event delays are experienced in certifying determining the performance results, results beyond the Vesting Date, once such results are in fact certifieddetermined, vesting shall occur retroactively back to the Vesting Date. Cass Xxxx shall deliver the shares of Stock Shares to you as described in Section 3 of this Award Agreement.