Common use of Vesting of Performance Shares Clause in Contracts

Vesting of Performance Shares. (a) Except as otherwise provided in this Agreement, the Performance Shares will vest on the third anniversary of the grant date provided that you continue to serve as an employee of the Company for the period from the Grant Date through the third anniversary of the grant date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Performance Shares, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the last day of the Vesting Period and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then the Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in the Award, your last day of service will be deemed to be effective as of the last day of any period during which you are entitled to severance from the Company. In the event that, as the result of any additional vesting service accorded in the immediately preceding sentence, you are deemed to be employed on the last day of the Vesting Period, the Award will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (e) Subject to Section 9(b) below, if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Vesting Period, then the Award will vest on the date of such Separation from Service, will be deemed fully earned at the target amount as of the date on which the Change of Control occurs and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (f) If you incur any Separation from Service, that is not described in Section 1(b) through (e) above, prior to the last day of the Vesting Period, then your Award under this Agreement will be immediately canceled and forfeited and you will have no further rights to the Performance Shares granted pursuant to this Agreement.

Vesting of Performance Shares. (a) Except as otherwise provided in this Agreement, the Performance Shares will vest on the third anniversary of the grant date provided that you continue to serve as an employee of the Company for the period from the Grant Date through the third anniversary of the grant date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Performance Shares, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the last day of the Vesting Period and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then the Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in the Award, your last day the number of full years of completed service in the vesting schedule will be deemed determine the amount of Performance Shares available to be effective as vest on the regularly scheduled vesting date. Each year of completed service during the vesting schedule will allow you to vest in one-third of the last day of any period during which you are entitled to severance from the Company. In the event that, as the result of any additional vesting service accorded in the immediately preceding sentence, you are deemed to be employed award on the last day of the Vesting Period, scheduled vesting date and the Award will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (e) Subject to Section 9(b) below, if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Vesting Period, then the Award will vest on the date of such Separation from Service, will be deemed fully earned at the target amount as of the date on which the Change of Control occurs and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (f) If you incur any Separation from Service, that is not described in Section 1(b) through (e) above, prior to the last day of the Vesting Period, then your Award under this Agreement will be immediately canceled cancelled and forfeited and you will have no further rights to the Performance Shares granted pursuant to this Agreement.

Vesting of Performance Shares. (a) Except as otherwise provided The Performance Shares awarded hereby are contingently awarded, and the Participant’s vesting in this Agreementall, or any portion, of the Performance Shares will vest and the issuance of the equivalent number of Common Shares pursuant to Section 3 below, are dependent on the third anniversary achievement of the grant date provided that you continue Management Objectives set forth in Exhibit A to serve as this Award Agreement and the Participant remaining an employee of the Company for or one of its Subsidiaries until the period last day of the Performance Period. Subject to Section 2(c) below, in the event of the Participant’s termination of service from the Grant Date through the third anniversary of the grant date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) Company and all Subsidiaries prior to the last day of the Vesting Performance Period, then the Performance Shares awarded pursuant to this Award Agreement shall be forfeited and cancelled on the date of such termination of service. The Common Shares, if any, that are issued pursuant to this Award Agreement following the end of a prorated Performance Period are subject to the Company’s “Recoupment of Incentive Compensation” policy. (b) Any portion of the Performance Shares, based upon the ratio of the number of full months of the Vesting Period Shares that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will does not vest for Plan purposes effective as of the last day of the Vesting Period and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then the Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in the Award, your last day of service will be deemed to be effective as of the last day of any period during which you are entitled to severance from the Company. In the event that, as the result of any additional vesting service accorded in the immediately preceding sentence, you are deemed to be employed on the last day of the Vesting Period, the Award will be payable at the time and in the form specified Performance Period as provided in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in 2(a) above or Section 3 of this Agreement. (e) Subject to Section 9(b2(c) below, if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control will be forfeited and prior to cancelled on the last day of the Vesting Performance Period, then the Award will vest on the date of such Separation from Service, will be deemed fully earned at the target amount as of the date on which the Change of Control occurs and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (fc) If you incur any Separation from Service, that is not described Notwithstanding anything contained in Section 1(b) through (e) above, prior this Award Agreement to the last day of the Vesting Periodcontrary, then your Award under this Agreement will be immediately canceled and forfeited and you will have no further rights to the Performance Shares granted awarded pursuant to this AgreementAward Agreement shall automatically vest as provided in Exhibit A hereto and become issuable as provided in Section 3 below upon the occurrence of any of the following events: (i) a Change in Control, (ii) the Participant’s termination of service from the Company and all Subsidiaries due to his or her Disability or (iii) the Participant’s termination of service from the Company and all Subsidiaries due to his or her death. Additionally, notwithstanding anything contained in this Award Agreement to the contrary, the forfeiture and cancellation of the Performance Shares awarded pursuant to this Award Agreement are subject to the terms and provisions of the Company’s Executive Change in Control and Severance Benefit Plan, dated December 9, 2016, as it may be amended from time to time. “Disability” means the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuo us period of not less than twelve (12) months.

Vesting of Performance Shares. (a) Except as otherwise provided A Grantee shall only vest in this Agreement, the Award to the extent the Performance Shares will vest on the third anniversary of the grant date provided that you continue to serve Goals are attained, as an employee of the Company for the period from the Grant Date through the third anniversary of the grant date (the “Vesting Period”).more fully described in Exhibit A. (b) If you incur a Separation from Service due Subject to your Disability Sections 3(c) and 3(d), if the Grantee ceases to have any employment or death (other than pursuant to a Qualifying Termination within service relationship with the two (2) year period immediately following a Change of Control) Company either as an employee or director for any reason prior to the last day date of Administrator certification, the Vesting Period, then a prorated portion unvested Award shall be cancelled and no Stock shall be issued to the Grantee. The Grantee’s eligibility to receive any shares of Stock in connection with the Award is conditioned on (i) the Grantee’s continuous employment or other service relationship with the Company through and on the date of Administrator certification and (ii) the attainment of Performance Shares, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the last day of the Vesting Period and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this AgreementGoals. (c) If you incur a Separation from Service due Notwithstanding anything contained herein to Retirement (other than the contrary, the Award shall be subject to accelerated or continued vesting and shall not be cancelled as described above to the same extent that time-based equity awards would become fully vested or continue to vest pursuant to a Qualifying Termination within the two Severance Agreement in effect between the Company and the Grantee (2) year period immediately following a Change the “Severance Agreement”). For the avoidance of Control) at least one (1) year after doubt, any such accelerated or continued vesting shall mean that the Grant Date and prior Grantee does not need to be continuously employed through the last day end of the Vesting PeriodPerformance Cycle, then but the Award will remain outstanding for still be paid based on actual performance to the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Agreement as though you were still employed and will be payable extent achieved, at the time and in the form specified in Section 2 of this Agreement, subject to achievement end of the Performance Goals referred to in Section 3 of this AgreementCycle. (d) If you incur a Separation from Service due Notwithstanding anything contained herein to involuntary termination the contrary or in Section 3(c) of employment by the Company without Cause (other than pursuant to a Qualifying Termination within Plan, in the two (2) year period immediately following event of a Change of in Control) prior to , the last day of the Vesting Period, then solely for purposes of determining whether you are vested in the Award, your last day of service will Performance Cycle shall be deemed to be effective as of have ended on the last day of any period during which you are entitled to severance from the Company. In the event that, as the result of any additional vesting service accorded in the immediately preceding sentence, you are deemed to be employed on the last day of Change in Control and the Vesting Period, the Award will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement attainment of the Performance Goals referred to in Section 3 of this Agreement. (e) Subject to Section 9(b) below, if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior shall be calculated by reference to the last day of the Vesting Period, then the Award will vest Stock Price on the date of such Separation from Service, will be deemed fully earned at the target amount as of the date on which immediately preceding the Change of Control occurs and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2Control. (f) If you incur any Separation from Service, that is not described in Section 1(b) through (e) above, prior to the last day of the Vesting Period, then your Award under this Agreement will be immediately canceled and forfeited and you will have no further rights to the Performance Shares granted pursuant to this Agreement.

Vesting of Performance Shares. (a) Except as otherwise provided in this Agreement, the Performance Shares will vest in equal one-third increments on the third anniversary third, fourth and fifth anniversaries of the grant date (each an “Applicable Vesting Date”) provided that you continue to serve as an employee of the Company for the period from the Grant Date through such Applicable Vesting Date. For purposes of this Agreement, the third period from the Grant Date through the fifth anniversary of the grant date (Grant Date is referred to as the “Full Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Full Vesting Period, then a prorated portion of the Performance Shares, based upon the ratio of the number of full months of the Full Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such periodFull Vesting Period, will vest for Plan purposes effective as of the last day of the Full Vesting Period and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Full Vesting Period, then the Award will remain outstanding for the remainder of the Full Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Full Vesting Period, then solely for purposes of determining whether you are vested in the Award, your last day of service will be deemed to be effective as of the last day of any period during which you are entitled to severance from the Company. In the event that, as the result of any additional vesting service accorded in the immediately preceding sentence, you are deemed to be employed on the last day of the an Applicable Vesting PeriodDate, the Award will be payable at the time and in the form specified in Section 2 of this Agreement, subject to achievement of the Performance Goals referred to in Section 3 of this Agreement. (e) Subject to Section 9(b) below, if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Full Vesting Period, then the Award will vest on the date of such Separation from Service, will be deemed fully earned at the target amount as of the date on which the Change of Control occurs and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (f) If you incur any Separation from Service, that is not described in Section 1(b) through (e) above, prior to the last day of the Full Vesting Period, then any portion of your Award under this Agreement that is not vested on the date of such Separation from Service will be immediately canceled cancelled and forfeited and you will have no further rights to the Performance Shares granted pursuant to this Agreement.