Common use of Vesting of the Restricted Stock Clause in Contracts

Vesting of the Restricted Stock. Subject to the terms of this Agreement and the Grantee’s compliance with the provisions set forth in the Restrictive Covenant Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”), the Restricted Stock conditionally vests as follows: (a) The Restricted Stock covered by this Agreement shall vest and become nonforfeitable in three installments, one-third of the Restricted Stock shall vest on each of the first anniversary and second anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day) and the remainder shall vest on the third anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day), subject to the Grantee’s continuous service with the Company or a Subsidiary (“Continuous Service”) on each of these dates. (b) Notwithstanding the provisions of Article II, Section 3(a), with respect to any Grantee who is or becomes Retirement Eligible, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable, on the later of (i) the first anniversary of the Date of Grant or (ii) the date the Grantee becomes Retirement Eligible (or, if any of the above such dates is not a business day, then on the next succeeding business day). (c) Notwithstanding the provisions of Article II, Section 3(a), if the Grantee leaves the employ of the Company or a Subsidiary following two years after the Date of Grant under circumstances determined by the Committee to be for the convenience of the Company, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. (d) Notwithstanding the provisions of Article II, Section 3(a), if the following occur: (i) the death of the Grantee, (ii) the Grantee’s Continuous Service is terminated by the Company or a Subsidiary for Disability, or (iii) the occurrence of a Change in Control, then all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable.

Vesting of the Restricted Stock. Subject to the terms of this Agreement and the Grantee’s compliance with the provisions set forth in the Restrictive Covenant Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”), the Restricted Stock conditionally vests as follows: (a) The Restricted Stock covered by this Agreement shall vest and become nonforfeitable in three two installments, one-third half of the Restricted Stock shall vest on each of the first anniversary and second anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day) and the remainder shall vest on the third second anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day), subject to the Grantee’s continuous service with the Company or a Subsidiary (“Continuous Service”) on each of these dates. (b) Notwithstanding the provisions of Article II, Section 3(a), with respect to any Grantee who is or becomes Retirement Eligible, all of if the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable, on the later of following occur: (i) the first anniversary death of the Date of Grant Grantee or (ii) the date the Grantee becomes Retirement Eligible (or, if any of the above such dates Grantee’s Continuous Service is not a business day, then on the next succeeding business day). (c) Notwithstanding the provisions of Article II, Section 3(a), if the Grantee leaves the employ of terminated by the Company or a Subsidiary following two years after the Date of Grant under circumstances determined by the Committee to be for the convenience of the CompanyDisability, then all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. (dc) Notwithstanding the provisions of Article II, Section 3(a) or Article II, Section 3(c), if the following occur: (i) Grantee leaves the death employ of the Grantee, (ii) the Grantee’s Continuous Service is terminated by the Company or a Subsidiary for Disability, or (iii) within 24 months following the occurrence of a Change in ControlControl (i) under circumstances determined by the Committee to be for the convenience of the Company or (ii) due to a resignation for Good Reason, then all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Grantee’s written consent: (i) a material adverse change in the Grantee's title, position, duties, authorities, and responsibilities; (ii) a material reduction in the Grantee's annual base salary or bonus opportunity; or (iii) relocation of the Grantee's primary work location by more than 50 miles from his or her then current location. A resignation for Good Reason will not occur unless: (x) the Grantee provides the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 90 days after the first occurrence of such circumstances, (y) the Company fails to cure such Good Reason event(s) in all material respects within 30 days following receipt of such notice to cure, and (z) following the Company's failure to cure during the 30-day cure period, the Grantee terminates employment no later than 90 days after the expiration of such period.

Vesting of the Restricted Stock. Subject to the terms of this Agreement and the Grantee’s compliance with the provisions set forth in the Restrictive Covenant Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”), the Restricted Stock conditionally vests as follows: (a) The Restricted Stock covered by this Agreement shall vest and become nonforfeitable in three installments, one-third of the Restricted Stock shall vest on each of the first anniversary and second anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day) and the remainder shall vest on the third anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day)Grant, subject to the Grantee’s continuous service with the Company or a Subsidiary (“Continuous Service”) on each of these dates). (b) Notwithstanding the provisions of Article II, Section 3(a), with respect to any Grantee who is or becomes Retirement Eligible, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable, on the later of (i) the first anniversary of the Date of Grant or (ii) the date the Grantee becomes Retirement Eligible (or, if any of the above such dates is not a business day, then on the next succeeding business day). (c) Notwithstanding the provisions of Article II, Section 3(a), if the Grantee leaves the employ of the Company or a Subsidiary following two years after the Date of Grant under circumstances determined by the Committee to be for the convenience of the Company, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. (d) Notwithstanding the provisions of Article II, Section 3(a), if the following occur: (i) the death of the Grantee, Grantee or (ii) the Grantee’s Continuous Service is terminated by the Company or a Subsidiary for Disability, or (iii) the occurrence of a Change in Control, then all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. (c) Notwithstanding the provisions of Article II, Section 3(a) or Article II, Section 3(b), if the Grantee leaves the employ of the Company or a Subsidiary within 24 months following the occurrence of a Change in Control (i) under circumstances determined by the Committee to be for the convenience of the Company or (ii) due to a resignation for Good Reason, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Grantee’s written consent: (i) a material adverse change in the Grantee's title, position, duties, authorities, and responsibilities; (ii) a material reduction in the Grantee's annual base salary or bonus opportunity; or (iii) relocation of the Grantee's primary work location by more than 50 miles from his or her then current location. A resignation for Good Reason will not occur unless: (x) the Grantee provides the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 90 days after the first occurrence of such circumstances, (y) the Company fails to cure such Good Reason event(s) in all material respects within 30 days following receipt of such notice to cure, and (z) following the Company's failure to cure during the 30-day cure period, the Grantee terminates employment no later than 90 days after the expiration of such period.

Vesting of the Restricted Stock. Subject to the terms of this Agreement and the Grantee’s compliance with the provisions set forth in the Restrictive Covenant Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”), the Restricted Stock conditionally vests as follows: (a) The Restricted Stock covered by this Agreement shall vest and become nonforfeitable in three installments, one-third of the Restricted Stock shall vest on each of the first anniversary and second anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day) and the remainder shall vest on the third anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day), subject to the Grantee’s continuous service with the Company or a Subsidiary (“Continuous Service”) on each of these dates. (b) Notwithstanding the provisions of Article II, Section 3(a), with respect to any Grantee who is or becomes Retirement Eligible, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable, on the later of (i) the first anniversary of the Date of Grant or (ii) the date the Grantee becomes Retirement Eligible (or, if any of the above such dates is not a business day, then on the next succeeding business day). (c) Notwithstanding the provisions of Article II, Section 3(a), if the Grantee leaves the employ of Grantee’s Continuous Service is terminated by the Company other than as a result of a Termination for Cause (and not as a result of death or a Subsidiary Disability) following two years after the Date of Grant under circumstances determined by the Committee to be for the convenience of the CompanyGrant, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. (d) Notwithstanding the provisions of Article II, Section 3(a), if the following occur: (i) the death of the Grantee, Grantee or (ii) the Grantee’s Continuous Service is terminated by the Company or a Subsidiary for Disability, or (iii) the occurrence of a Change in Control, then all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. (e) Notwithstanding the provisions of Article II, Section 3(a) or Article II, Section 3(c), if the Grantee’s Continuous Service is terminated within 24 months following the occurrence of a Change in Control (i) other than as a result of a Termination for Cause (and not as a result of death or Disability) or (ii) due to a resignation for Good Reason, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Grantee’s written consent: (i) a material adverse change in the Grantee's title, position, duties, authorities, and responsibilities; (ii) a material reduction in the Grantee's annual base salary or bonus opportunity; or (iii) relocation of the Grantee's primary work location by more than 50 miles from his or her then current location. A resignation for Good Reason will not occur unless: (x) the Grantee provides the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 90 days after the first occurrence of such circumstances, (y) the Company fails to cure such Good Reason event(s) in all material respects within 30 days following receipt of such notice to cure, and (z) following the Company's failure to cure during the 30-day cure period, the Grantee terminates employment no later than 90 days after the expiration of such period.

Vesting of the Restricted Stock. Subject to the terms of this Agreement and the Grantee’s compliance with the provisions set forth in the Restrictive Covenant Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”), the Restricted Stock conditionally vests as follows: (a) The Restricted Stock covered by this Agreement shall vest and become nonforfeitable in three two installments, one-third half of the Restricted Stock shall vest on each of the first anniversary and second anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day) and the remainder shall vest on the third second anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day), subject to the Grantee’s continuous service with the Company or a Subsidiary (“Continuous Service”) on each of these dates. (b) Notwithstanding the provisions of Article II, Section 3(a), with respect to any Grantee who is or becomes Retirement Eligible, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable, on the later of (i) the first anniversary of the Date of Grant or (ii) the date the Grantee becomes Retirement Eligible (or, if any of the above such dates is not a business day, then on the next succeeding business day). (c) Notwithstanding the provisions of Article II, Section 3(a), if the following occur: (i) the death of the Grantee leaves or (ii) the employ of Grantee’s Continuous Service is terminated by the Company or a Subsidiary following two years after the Date of Grant under circumstances determined by the Committee to be for the convenience of the CompanyDisability, then all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. (d) Notwithstanding the provisions of Article II, Section 3(a), if the following occur: (i) the death of the Grantee, (ii) the Grantee’s Continuous Service is terminated by the Company or a Subsidiary for Disability, or (iii) within 24 months following the occurrence of a Change in ControlControl (i) other than as a result of a Termination for Cause (and not as a result of death or Disability) or (ii) due to a resignation for Good Reason, then all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following events without the Grantee’s written consent: (i) a material adverse change in the Grantee's title, position, duties, authorities, and responsibilities; (ii) a material reduction in the Grantee's annual base salary or bonus opportunity; or (iii) relocation of the Grantee's primary work location by more than 50 miles from his or her then current location. A resignation for Good Reason will not occur unless: (x) the Grantee provides the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 90 days after the first occurrence of such circumstances, (y) the Company fails to cure such Good Reason event(s) in all material respects within 30 days following receipt of such notice to cure, and (z) following the Company's failure to cure during the 30-day cure period, the Grantee terminates employment no later than 90 days after the expiration of such period.