Common use of Vesting Period Clause in Contracts

Vesting Period. The vesting period of the Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall not have the right to receive cash dividends paid on shares of Restricted Stock for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is employed by the Company on the payroll date coinciding with or immediately following the date any such cash dividends are paid on the Restricted Shares. The Employee shall have the right to vote the Restricted Stock, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period of the Restricted Stock LTIP Units (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is LTIP Units are fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter thereafter, the number of shares of Restricted Stock LTIP Units equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Employee shall not have the right to receive cash dividends distributions paid on shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided expired unless the Employee is employed by the Company or an affiliate on the payroll date coinciding with or immediately following the date any such cash dividends distributions are paid on the Restricted Sharespayable. The Employee shall have the right to vote the Restricted StockLTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period of the Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall not have the right to receive cash dividends paid on shares of Restricted Stock for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is employed by the Company or its affiliates on the payroll date coinciding with or immediately following the date any such cash dividends are paid on the Restricted Shares. The Employee shall have the right to vote the Restricted Stock, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period of the Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested on February 6, 2021 (the “Vesting Date”). During the period beginning on the Grant Date and ending on the Vesting Date (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which ), the Restricted Stock is fully vestedUnits awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. On If all of the first Annual Vesting Date following the date terms and conditions of this Award Agreement and each Annual the Plan are met on the Vesting Date thereafter Date, subject to Section 11 of this Award Agreement, then you will be issued certificates for the number of shares of Common Stock subject to the Restricted Stock equal Units then held by you which were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (but in no event later than thirty (30) days following the Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Restriction Period applicable to the Annual Vesting Amount Restricted Stock Units shall become vested, subject to earlier forfeiture lapse as provided a result of such Change in this Agreement. To Control only in the extent that Schedule A provides for amounts or schedules of vesting that conflict event you also terminate employment with the provisions Company or any of this paragraphits Subsidiaries or affiliates for Good Reason, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall not have the right to receive cash dividends paid on shares of Restricted Stock for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee if your employment is employed terminated by the Company on or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the payroll date coinciding “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with or immediately following which the date any such cash dividends holders of Common Stock receive shares of common stock that are paid on registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock relating to the Restricted Shares. The Employee Stock Units the number, type and class of shares into which each outstanding share of Common Stock shall have the right be converted pursuant to vote the Restricted Stock, regardless of whether the applicable Vesting Period has expiredsuch Change in Control.

Vesting Period. The vesting period of the Restricted Stock LTIP Units (the “Vesting Period”) begins on the Grant Date and continues until such date Vesting Dates as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. A. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter thereafter, the number of shares of Restricted Stock LTIP Units equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 1012, the shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Employee shall not have the right to receive cash dividends distributions paid on shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided expired unless the Employee is employed by the Company or an affiliate on the payroll date coinciding with or immediately following the date any such cash dividends distributions are paid on the Restricted Sharespayable. The Employee shall have the right to vote the Restricted StockLTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period of the Restricted Stock LTIP Units (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is LTIP Units are fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter thereafter, the number of shares of Restricted Stock LTIP Units equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Employee shall not have the right to receive cash dividends distributions paid on shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided expired unless the Employee is employed by the Company on the payroll date coinciding with or immediately following the date any such cash dividends distributions are paid on the Restricted Sharespayable. The Employee shall have the right to vote the Restricted StockLTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period of the Restricted Stock LTIP Units (the “Vesting Period”) begins on the Grant Date and continues until such date Vesting Dates as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. A. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter thereafter, the number of shares of Restricted Stock LTIP Units equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 1012, the shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). ​ ​ The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Employee shall not have the right to receive cash dividends distributions paid on shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided expired unless the Employee is employed by the Company or an affiliate on the payroll date coinciding with or immediately following the date any such cash dividends distributions are paid on the Restricted Sharespayable. The Employee shall have the right to vote the Restricted StockLTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period of the Restricted Stock LTIP Units (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is LTIP Units are fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter thereafter, the number of shares of Restricted Stock LTIP Units equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired may not be soldTransferred (as defined in Section 10). Additionally, assignedthe Employee agrees that any Restricted LTIP Units that vest in accordance with this Agreement may not be Transferred or redeemed in accordance with the Partnership Agreement for one year following the end of the applicable Vesting Period except (x) as permitted under Section 10, transferred(y) as necessary to satisfy any tax withholding obligations in accordance with this Agreement [or (z) following a Change in Control] (such period, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceedingthe “Lock-Up Period”). The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Employee shall not have the right to receive cash dividends distributions paid on shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided expired unless the Employee is employed by the Company or an affiliate on the payroll record date coinciding with or immediately following the date any for each such cash dividends are paid on the Restricted Sharesdistribution. The Employee shall have the right to vote the Restricted StockLTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period of the Restricted Stock LTIP Units (the “Vesting Period”) begins on the Grant Date January 1, 2020 and continues until such date Vesting Dates as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. A. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter thereafter, the number of shares of Restricted Stock LTIP Units equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 1012, the shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Employee shall not have the right to receive cash dividends distributions paid on shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided expired unless the Employee is employed by the Company or an affiliate on the payroll date coinciding with or immediately following the date any such cash dividends distributions are paid on the Restricted Sharespayable. The Employee shall have the right to vote the Restricted StockLTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period On the date hereof, you are vested in none of the shares of Dexia Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreementaward. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with Subject to the provisions of this paragraphSection 3 and the Plan, the provisions of Schedule A will govern. Except as permitted under Section 10, the your shares of Dexia Restricted Stock shall vest according to the following schedule: June 30, 2009 33-1/3% June 30, 2010 66-2/3% The period from the date of grant of your shares of Dexia Restricted Stock to the date such shares are scheduled to become vested is referred to as the “Normal Vesting Period.” In the event of termination of your employment for which any reason during the Normal Vesting Period, (i) you shall forfeit all your shares of Dexia Restricted Stock that have not become vested prior to your date of termination, except as specified below in this Section 3, and (ii) any shares of vested Dexia Restricted Stock held by you (including shares that become vested as specified below in this Section 3) will be distributed in the form of shares of unrestricted Dexia Stock at the conclusion of the applicable Restricted Period, subject to your right to sell such shares to the Company as described in Section 6. The period from the date of award of your Dexia Restricted Stock to the actual date of vesting (taking into account the earlier vesting as a result of the events described below in this Section 3) is referred to as the “Forfeiture Period.” · Upon termination of your employment by the Company without Cause, a portion of your shares of Dexia Restricted Stock subject to this award that have not become vested prior to the date of such termination shall vest as of such date, such portion to equal the ratio of (i) the number of days in the Normal Vesting Period has applicable to such shares that have elapsed as of the date of termination, over (ii) the total number of days in such Normal Vesting Period. · Upon becoming eligible for Retirement at age 55 (or such other date as you shall become eligible to retire under any agreement with the Company) (your “Retirement Eligibility Date”), a portion of your shares of Dexia Restricted Stock subject to this award that have not expired may not be soldbecome vested prior to your Retirement Eligibility Date shall vest as of such date, assignedsuch portion to equal the ratio of (i) the number of days in the Normal Vesting Period applicable to such shares that have elapsed as of the Retirement Eligibility Date, transferred, pledged or otherwise disposed over (ii) the total number of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding)days in such Normal Vesting Period. The Employee shall not have the right to receive cash dividends paid on shares of Dexia Restricted Stock for which subject to this award that are still unvested following your Retirement Eligibility Date shall vest in equal installments as of the last day of each of the Company’s fiscal quarters ending during the remaining term of the applicable Normal Vesting Period has not expired. In lieu thereofPeriod, the Employee shall have the right to receive from the Company an amountprovided that, in cashthe case of each such installment, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is you remain employed by the Company on the payroll date coinciding with or immediately following the date any such cash dividends are paid on the Restricted Shares. The Employee shall have the right to vote the Restricted Stock, regardless of whether until the applicable Vesting Period has expiredvesting date. · All your unvested shares of Dexia Restricted Stock awarded hereunder shall vest (i) upon your death or Disability while you are employed by the Company or (ii) to the same extent that Performance Shares vest, in the event of a Change in Control while you are employed by the Company.

Vesting Period. The vesting period of the Restricted Stock LTIP Units (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is LTIP Units are fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter thereafter, the number of shares of Restricted Stock LTIP Units equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Employee shall not have the right to receive cash dividends distributions paid on shares of Restricted Stock LTIP Units for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided expired unless the Employee is employed by the Company or an affiliate on the payroll record date coinciding with or immediately following the date any for each such cash dividends are paid on the Restricted Sharesdistribution. The Employee shall have the right to vote the Restricted StockLTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period of the Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter thereafter, the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall not have the right to receive cash dividends paid on shares of Restricted Stock for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is employed by the Company or its affiliates on the payroll date coinciding with or immediately following the date any such cash dividends are paid on the Restricted SharesStock. The Employee shall have the right to vote the Restricted Stock, regardless of whether the applicable Vesting Period has expired.

Vesting Period. The vesting period On the date hereof, you are vested in none of the shares of Dexia Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreementaward. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with Subject to the provisions of this paragraphSection 3 and the Plan, the provisions of Schedule A will govern. Except as permitted under Section 10, the your shares of Dexia Restricted Stock shall vest according to the following schedule: June 30, 2008 33-1/3% June 30, 2009 66-2/3% The period from the date of grant of your shares of Dexia Restricted Stock to the date such shares are scheduled to become vested is referred to as the “Normal Vesting Period.” In the event of termination of your employment for which any reason during the Normal Vesting Period, (i) you shall forfeit all your shares of Dexia Restricted Stock that have not become vested prior to your date of termination, except as specified below in this Section 3, and (ii) any shares of vested Dexia Restricted Stock held by you (including shares that become vested as specified below in this Section 3) will be distributed in the form of shares of unrestricted Dexia Stock at the conclusion of the applicable Restricted Period, subject to your right to sell such shares to the Company as described in Section 6. The period from the date of award of your Dexia Restricted Stock to the actual date of vesting (taking into account the earlier vesting as a result of the events described below in this Section 3) is referred to as the “Forfeiture Period.” • Upon termination of your employment by the Company without Cause, a portion of your shares of Dexia Restricted Stock subject to this award that have not become vested prior to the date of such termination shall vest as of such date, such portion to equal the ratio of (i) the number of days in the Normal Vesting Period has applicable to such shares that have elapsed as of the date of termination, over (ii) the total number of days in such Normal Vesting Period. • Upon becoming eligible for Retirement at age 55 (your “Retirement Eligibility Date”), a portion of your shares of Dexia Restricted Stock subject to this award that have not expired may not be soldbecome vested prior to your Retirement Eligibility Date shall vest as of such date, assignedsuch portion to equal the ratio of (i) the number of days in the Normal Vesting Period applicable to such shares that have elapsed as of the Retirement Eligibility Date, transferred, pledged or otherwise disposed over (ii) the total number of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding)days in such Normal Vesting Period. The Employee shall not have the right to receive cash dividends paid on shares of Dexia Restricted Stock for which subject to this award that are still unvested following your Retirement Eligibility Date shall vest in equal installments as of the last day of each of the Company’s fiscal quarters ending during the remaining term of the applicable Normal Vesting Period has not expired. In lieu thereofPeriod, the Employee shall have the right to receive from the Company an amountprovided that, in cashthe case of each such installment, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is you remain employed by the Company on the payroll date coinciding with or immediately following the date any such cash dividends are paid on the Restricted Shares. The Employee shall have the right to vote the Restricted Stock, regardless of whether until the applicable Vesting Period has expiredvesting date. • All your unvested shares of Dexia Restricted Stock awarded hereunder shall vest (i) upon your death or Disability while you are employed by the Company or (ii) to the same extent that Performance Shares vest, in the event of a Change in Control while you are employed by the Company.

Vesting Period. The vesting period On the date hereof, you are vested in none of the shares of Dexia Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreementaward. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with Subject to the provisions of this paragraphSection 3 and the Plan, the provisions of Schedule A will govern. Except as permitted under Section 10, the your shares of Dexia Restricted Stock shall vest according to the following schedule: The period from the date of grant of your shares of Dexia Restricted Stock to the date such shares are scheduled to become vested is referred to as the “Normal Vesting Period.” In the event of termination of your employment for which any reason during the Normal Vesting Period, (i) you shall forfeit all your shares of Dexia Restricted Stock that have not become vested prior to your date of termination, except as specified below in this Section 3, and (ii) any shares of vested Dexia Restricted Stock held by you (including shares that become vested as specified below in this Section 3) will be distributed in the form of shares of unrestricted Dexia Stock at the conclusion of the applicable Restricted Period, subject to your right to sell such shares to the Company as described in Section 6. The period from the date of award of your Dexia Restricted Stock to the actual date of vesting (taking into account the earlier vesting as a result of the events described below in this Section 3) is referred to as the “Forfeiture Period.” · Upon termination of your employment by the Company without Cause, a portion of your shares of Dexia Restricted Stock subject to this award that have not become vested prior to the date of such termination shall vest as of such date, such portion to equal the ratio of (i) the number of days in the Normal Vesting Period has applicable to such shares that have elapsed as of the date of termination, over (ii) the total number of days in such Normal Vesting Period. · Upon becoming eligible for Retirement at age 55 with 5 Years of Service (your “Retirement Eligibility Date”), a portion of your shares of Dexia Restricted Stock subject to this award that have not expired may not be soldbecome vested prior to your Retirement Eligibility Date shall vest as of such date, assignedsuch portion to equal the ratio of (i) the number of days in the Normal Vesting Period applicable to such shares that have elapsed as of the Retirement Eligibility Date, transferred, pledged or otherwise disposed over (ii) the total number of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding)days in such Normal Vesting Period. The Employee shall not have the right to receive cash dividends paid on shares of Dexia Restricted Stock for which subject to this award that are still unvested following your Retirement Eligibility Date shall vest in equal installments as of the last day of each of the Company’s fiscal quarters ending during the remaining term of the applicable Normal Vesting Period has not expired. In lieu thereofPeriod, the Employee shall have the right to receive from the Company an amountprovided that, in cashthe case of each such installment, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is you remain employed by the Company on the payroll date coinciding with or immediately following the date any such cash dividends are paid on the Restricted Shares. The Employee shall have the right to vote the Restricted Stock, regardless of whether until the applicable Vesting Period has expiredvesting date. · All your unvested shares of Dexia Restricted Stock awarded hereunder shall vest (i) upon your death or Disability while you are employed by the Company or (ii) to the same extent that Performance Shares vest, in the event of a Change in Control while you are employed by the Company.

Vesting Period. The vesting period of the Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter thereafter, if any, the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 109, the shares of Restricted Stock for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee Trustee shall not have the right to receive cash dividends paid on shares of Restricted Stock for which the applicable Vesting Period has not expired. In lieu thereof, the Employee Trustee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is employed by the Company on the payroll date coinciding with or immediately following the date any such cash dividends are paid on the Restricted Shares. The Employee shall have the right to vote the Restricted Stock, regardless of whether the applicable Vesting Period has expired.