Common use of VESTING SCHEDULE; SERVICE REQUIREMENT Clause in Contracts

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest unless Grantee’s membership on the Board is terminated as a result of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee does not experience a Forfeiture Event prior to an applicable Vesting Date, the Awarded Shares will vest in accordance with the Vesting Dates set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest unless Grantee’s membership on if the Board is terminated as Grantee does not experience a result Termination of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) Service during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). A Termination of Service occurs when a Grantee ceases to serve as an employee of the Company or a Subsidiary for any reason (other than due to death), including, but not limited to, Grantee's voluntary resignation or termination by the Company with or without cause. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee does not experience a Forfeiture Event Termination of Service prior to an applicable Vesting Date, the Awarded Shares will vest in accordance with the Vesting Dates set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares. The treatment of any fractional Vested Awarded Share remaining as of the date of the final installment shall be determined in accordance with Section 12.10 of the Plan.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest unless Grantee’s 's membership on the Board is terminated as a result of Grantee’s 's (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders's stockholders, or (iv) resignation (each a “"Forfeiture Event”") during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “"Vesting Date”"). Awarded Shares that have vested pursuant to this Agreement are referred to herein as “"Vested Awarded Shares” " and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “"Unvested Awarded Shares.” " Subject to the provisions of Section 4 of this Agreement, if the Grantee does not experience a Forfeiture Event prior to an applicable Vesting Date, the Awarded Shares will vest in accordance with the Vesting Dates set forth on the first page of this Agreement under the heading “"Vesting of Awarded Shares.” " If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest unless Grantee’s membership on if the Board is terminated as Grantee does not experience a result Termination of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) Service during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee does not experience a Forfeiture Event Termination of Service prior to an applicable Vesting Date, percent ( %) of the Awarded Shares will vest in accordance with on the first Vesting Dates Date; an additional percent ( %) of the Awarded Shares will vest on the second Vesting Date; [include such additional Vesting Dates, if any, as are necessary] and the remaining percent ( %) of the Awarded Shares will vest on the final Vesting Date, all as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next higher or lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in any written agreement between Grantee and the Company or in Section 4 3.2 of this AgreementAward, the Awarded Shares shall vest unless if Grantee’s membership on the Board Employment (as defined below) is not terminated as a result of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement Award are referred to herein as “Vested Awarded Shares,” and Awarded Shares that have not yet vested pursuant to this Agreement Award are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee If Grantee’s Employment does not experience a Forfeiture Event terminate prior to an applicable Vesting Date, twenty-five percent (25%) of the Awarded Shares will vest in accordance with on , 20__; an additional twenty-five percent (25%) of the Vesting Dates set forth Awarded Shares will vest on , 20__; an additional twenty-five percent (25%) of the first page Awarded Shares will vest on , 20__; and the remaining twenty-five percent (25%) of the Awarded Shares will vest on , 20__. As used herein, “Employment” means the salaried employment of Grantee by the Company or one of its Subsidiaries; the transfer of Grantee’s salaried employment from the Company to one of its Subsidiaries or from one Subsidiary of the Company to the Company or another of its Subsidiaries will not constitute a termination of Grantee’s Employment for purposes of this Agreement under the heading “Vesting of Awarded Shares.” Section 3. If an installment of the vesting would result in a fractional Vested Awarded Share, such that installment will be rounded to the next higher or lower Awarded Share, as determined by the Company, except for the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. (a) Except as provided otherwise in Section 4 of this Agreementbelow, the Awarded Shares shall vest unless Grantee’s membership on the Board is terminated as if Grantee does not experience a result Termination of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) Service during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee does not experience a Forfeiture Event Termination of Service prior to an applicable Vesting Date, percent ( %) of the Awarded Shares will vest in accordance with on the first Vesting Dates Date; an additional percent ( %) of the Awarded Shares will vest on the second Vesting Date; [include such additional Vesting Dates, if any, as are necessary] and the remaining percent ( %) of the Awarded Shares will vest on the final Vesting Date, all as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next higher or lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares. (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become (i) fully vested on the death of Grantee while Grantee is still an Employee, (ii) in accordance with the provisions of Article 7 of the Plan, fully vested in the event of a Change in Control, or (iii) at the direction and sole discretion of the Committee, vested in full or in part, at any time.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest unless if Grantee’s membership on the Board Continuous Service is terminated as a result of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) interrupted during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee does Gxxxxxx’s Continuous Service is not experience a Forfeiture Event interrupted prior to an applicable Vesting Date, thirty-three and one-third (33-1/3%) of the Awarded Shares will vest in accordance with on the first Vesting Dates Date; an additional thirty-three and one-third (33-1/3%) of the Awarded Shares will vest on the second Vesting Date; and the remaining thirty-three and one-third (33-1/3%) of the Awarded Shares will vest on the third Vesting Date, all as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” Shares will vest on a given date in the quarter in which they were granted and not necessarily on the anniversary of the grant date. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next higher or lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 accelerated by the Committee, a portion of this Agreement, the Awarded Shares shall vest unless Granteeduring Participant’s membership on continued service with the Board is terminated as a result of GranteeCompany or an Affiliate (including Participant’s (i) Removal, (ii) not being re-nominated for Board membership services for the next succeeding periodCompany pursuant to the Services Agreement, dated as of December 19, 2011, by and between Xxxxxxx Oil & Gas Corporation and Xxxxxxx Energy Corporation) (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture EventContinuous Service”) during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests on each “Vesting Date” set forth above (each, a “Vesting Date”), in each case, as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: (a) fifty percent (50%) of the Awarded Shares will vest on the first Vesting Date; and (b) an additional fifty percent (50%) of the Awarded Shares will vest on the second Vesting Date. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to Notwithstanding the provisions foregoing, upon the occurrence of Section 4 a Change of this AgreementControl, if the Grantee does not experience a Forfeiture Event prior to an applicable Vesting DateQualifying Termination (as defined below), the a Constructive Termination (as defined below), Participant’s death or Disability, any Unvested Awarded Shares will vest in accordance with the Vesting Dates set forth on the first page of this Agreement under the heading “Vesting of shall become Vested Awarded Shares.” . If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share, as determined by the Company, Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall, unless otherwise paid by Participant as described in Section 9(a) of this Award, withhold that number of Vested Awarded Shares necessary to satisfy any Required Withholding obligation of Participant in accordance with the provisions of Section 9(a) of this Award, and thereafter instruct its transfer agent to deliver to Participant all remaining Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest unless Grantee’s membership on if the Board is terminated as Grantee does not experience a result Termination of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) Service during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Termination of Service occurs when a Grantee ceases to serve as an employee of the Company or a Subsidiary for any reason (other than due to death), including, but not limited to, Xxxxxxx’s voluntary resignation or termination by the Company with or without cause. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee does not experience a Forfeiture Event Termination of Service prior to an applicable Vesting Date, the Awarded Shares will vest in accordance with the Vesting Dates set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in any written agreement between Grantee and the Company or in Section 4 3.2 of this AgreementAward, the Awarded Shares shall vest unless if Grantee’s membership on the Board Employment (as defined below) is not terminated as a result of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement Award are referred to herein as “Vested Awarded Shares,” and Awarded Shares that have not yet vested pursuant to this Agreement Award are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee If Grantee’s Employment does not experience a Forfeiture Event terminate prior to an applicable Vesting Date, (i) [TBD] of the total number of shares of Awarded Shares will become vested over [TBD] in equal annual installments from the date of grant, and [TBD] of the shares granted shall time-and-performance-vest in accordance (the “Time-And-Performance Shares”) with [TBD] of the Vesting Dates set forth on Time-And-Performance Shares vesting should the first page average of the daily volume-weighted average share price of the Company’s Common Stock over any period of [TBD] consecutive trading days attain [$] per share within the [TBD] period from the date of grant and [TBD] of the Time-And-Performance Shares vesting should the average of the daily volume-weighted average share price of the Company’s Common Stock over any period of [TBD] consecutive trading days attain [$] per share within the [TBD] from the date of grant. As used herein, “Employment” means the salaried employment of Grantee by the Company or one of its Subsidiaries; the transfer of Grantee’s salaried employment from the Company to one of its Subsidiaries or from one Subsidiary of the Company to the Company or another of its Subsidiaries will not constitute a termination of Grantee’s Employment for purposes of this Agreement under the heading “Vesting of Awarded Shares.” Section 3. If an installment of the vesting would result in a fractional Vested Awarded Share, such that installment will be rounded to the next higher or lower Awarded Share, as determined by the Company, except for the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest unless Grantee’s membership on if the Board is terminated as Grantee does not experience a result Termination of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) Service during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Termination of Service occurs when a Grantee ceases to serve as an employee of the Company or a Subsidiary for any reason (other than due to death or disability), including, but not limited to, Grantee’s voluntary resignation or termination by the Company with or without cause. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee does not experience a Forfeiture Event Termination of Service prior to an applicable Vesting Date, the Awarded Shares will vest in accordance with the Vesting Dates set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest unless Grantee’s membership on the Board is terminated as a result of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholdersstockholders, or (iv) resignation (each a “Forfeiture Event”) during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee does not experience a Forfeiture Event prior to an applicable Vesting Date, the Awarded Shares will vest in accordance with the Vesting Dates set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 accelerated by the Committee, a portion of this Agreement, the Awarded Shares shall vest unless Granteeduring Participant’s membership on continued service as a member of the Board is terminated as a result of Grantee’s (i) Removal, (ii) not being re-nominated for “Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture EventService”) during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests on each “Vesting Date” set forth above (each, a “Vesting Date”), in each case, as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares,” as follows: 100% on the Awarded Shares will vest on the first Vesting Date. Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to Notwithstanding the provisions foregoing, upon the occurrence of Section 4 a Change of this AgreementControl, if the Grantee does not experience a Forfeiture Event prior to an applicable Vesting Date, the any Unvested Awarded Shares will vest in accordance with the Vesting Dates set forth on the first page of this Agreement under the heading “Vesting of shall become Vested Awarded Shares.” . If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next lower Awarded Share, as determined by the Company, Share except the final installment, which will be for the balance of the Awarded Shares. Upon vesting of the Awarded Shares, the Company shall instruct its transfer agent to deliver to Participant all Vested Awarded Shares in a stock certificate or in book entry form.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 5 of this Agreement, the Awarded Shares shall vest unless Grantee’s membership on if the Board is terminated as Grantee does not experience a result Termination of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) Service during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 5 of this Agreement, if the Grantee does not experience a Forfeiture Event Termination of Service prior to an applicable Vesting Date, twenty-five percent (25%) of the Awarded Shares will vest in accordance with on the first Vesting Dates Date; an additional twenty-five percent (25%) of the Awarded Shares will vest on the second Vesting Date; an additional twenty-five percent (25%) of the Awarded Shares will vest on the third Vesting Date; and the remaining twenty-five percent (25%) of the Awarded Shares will vest on the fourth Vesting Date, all as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next higher or lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in Section 4 of this Agreement, the Awarded Shares shall vest unless if Grantee’s membership on the Board Continuous Service is terminated as a result of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) interrupted during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement are referred to herein as “Vested Awarded Shares” and Awarded Shares that have not yet vested pursuant to this Agreement are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee does Gxxxxxx’s Continuous Service is not experience a Forfeiture Event interrupted prior to an applicable Vesting Date, thirty-three and one-third (33-1/3%) of the awarded Shares will vest on the first Vesting Date; an additional thirty-three and one-third (33-1/3%) of the Awarded Shares will vest in accordance with on the second Vesting Dates Date; and the remaining thirty-three and one-third (33-1/3%) of the Awarded Shares will vest on the third Vesting Date, all as set forth on the first page of this Agreement under the heading “Vesting of Awarded Shares.” Shares will vest on a given date in the quarter in which they were granted and not necessarily on the anniversary of the grant date. If an installment of the vesting would result in a fractional Vested Awarded Share, such installment will be rounded to the next higher or lower Awarded Share, as determined by the Company, except the final installment, which will be for the balance of the Awarded Shares.

VESTING SCHEDULE; SERVICE REQUIREMENT. Except as provided otherwise in any written agreement between Grantee and the Company or in Section 4 3.2 of this AgreementAward, the Awarded Shares shall vest unless if Grantee’s membership on the Board Employment (as defined below) is not terminated as a result of Grantee’s (i) Removal, (ii) not being re-nominated for Board membership for the next succeeding period, (iii) being nominated for Board membership for the next succeeding period but not being reelected for Board membership for such period by the Company’s shareholders, or (iv) resignation (each a “Forfeiture Event”) during the period commencing with the Grant Date and ending with the applicable date that such portion of the Awarded Shares vests (each, a “Vesting Date”). Awarded Shares that have vested pursuant to this Agreement Award are referred to herein as “Vested Awarded Shares,” and Awarded Shares that have not yet vested pursuant to this Agreement Award are referred to herein as “Unvested Awarded Shares.” Subject to the provisions of Section 4 of this Agreement, if the Grantee If Grantee’s Employment does not experience a Forfeiture Event terminate prior to an applicable Vesting Date, twenty-five percent (25%) of the Awarded Shares will vest in accordance with on , 20 ; an additional twenty-five percent (25%) of the Vesting Dates set forth Awarded Shares will vest on , 20 ; an additional twenty-five percent (25%) of the first page Awarded Shares will vest on , 20 ; and the remaining twenty-five percent (25%) of the Awarded Shares will vest on , 20 . As used herein, “Employment” means the salaried employment of Grantee by the Company or one of its Subsidiaries; the transfer of Grantee’s salaried employment from the Company to one of its Subsidiaries or from one Subsidiary of the Company to the Company or another of its Subsidiaries will not constitute a termination of Grantee’s Employment for purposes of this Agreement under the heading “Vesting of Awarded Shares.” Section 3. If an installment of the vesting would result in a fractional Vested Awarded Share, such that installment will be rounded to the next higher or lower Awarded Share, as determined by the Company, except for the final installment, which will be for the balance of the Awarded Shares.