Common use of Vesting; Settlement Clause in Contracts

Vesting; Settlement. The PBRSUs shall vest as set forth below. The PBRSUs will vest on the third anniversary of the Grant Date (the “Vesting Date”); provided: i) The Company achieves the corporate goals set forth on Schedule A (the “Corporate Goals”) by the date set forth on Schedule A (the “Goal Completion Date”). The actual number of PBRSUs that shall be earned and that shall vest, if any, shall be determined in accordance with the terms set forth on Schedule A; and ii) Participant is continuously an Employee of the Company or any of its Affiliates (the Company and its Affiliates hereinafter referred to as “THG”) throughout the period from the Grant Date to the Vesting Date. The determination of (i) whether and to the extent the Corporate Goals set forth on Schedule A have been achieved, and (ii) any adjustment to the actual number of PBRSUs earned and vested, shall be in the sole and absolute discretion of the Administrator. All decisions by the Administrator shall be final and binding upon Participant. To the extent the PBRSUs are intended to qualify for the performance-based compensation exception under Section 162(m), the Agreement shall be construed and administered in accordance with Section 162(m). As soon as reasonably practicable following the vesting of the PBRSUs, but in no event later than 60 days following vesting, the Company shall issue the Shares to Participant. Any fractional share shall be rounded down such that only whole shares are issued. In the event the Vesting Date falls on a non-business day (weekend or holiday on which banks are not generally open in the Commonwealth of Massachusetts), the Vesting Date shall be the next following business day.

Vesting; Settlement. The PBRSUs shall vest as set forth below. The PBRSUs will vest on the third anniversary of the Grant Date (the “Vesting Date”); provided: ia) The Company achieves the corporate goals set forth on Schedule A (the “Corporate Goals”) by the date set forth on Schedule A (the “Goal Completion Date”). The actual number of PBRSUs that RSUs shall be earned and that shall vest, if any, shall be determined become vested in accordance with the terms schedule set forth on Schedule A; andthe Award Notice. The Company shall deliver to the Participant one Share for each RSU (as adjusted under the Plan) as soon as practicable and no later than 20 business days following the applicable vesting date, subject to Section 5(b) below, and such vested RSU shall be cancelled upon such delivery, provided, that any RSUs which become vested upon the Registration Date or during the 180-day period following the Registration Date shall be settled as soon as practicable (but within 20 business days) after the date that is 180 days following the Registration Date. ii(b) Unless otherwise determined by the Committee, upon settlement pursuant to Section 4(a), the Company shall issue the number of Shares underlying such vested RSUs to the Participant, free and clear of all restrictions, less a number of Shares equal to or greater in value than the minimum amount necessary to satisfy federal, state, local or foreign withholding tax requirements, if any (but which may in no event be greater than the maximum statutory withholding amounts in the Participant’s jurisdiction) required to be withheld by the Company (the “Withholding Taxes”) in accordance with Section 13 of the Plan (except to the extent the Participant is continuously an Employee of shall have a written agreement with the Company or any of its Affiliates (under which the Company and its Affiliates hereinafter referred to as “THG”) throughout or an Affiliate of the period from the Grant Date Company is responsible for payment of taxes with respect to the Vesting Date. The determination issuance of (i) whether and the Shares, or in the event the Company is not required to withhold any payments in respect of taxes, in which case the extent the Corporate Goals set forth on Schedule A have been achieved, and (ii) any adjustment to the actual full number of PBRSUs earned and vested, Shares shall be in the sole and absolute discretion of the Administrator. All decisions by the Administrator shall be final and binding upon Participantissued). To the extent any Withholding Taxes may become due prior to the PBRSUs are intended to qualify for the performance-based compensation exception under Section 162(m)settlement of any RSUs, the Agreement shall be construed and administered in accordance with Section 162(m). As soon as reasonably practicable following Committee may accelerate the vesting of a number of RSUs equal in value to the PBRSUsWithholding Taxes, but the Shares delivered in no event later than 60 days following vestingsettlement of such RSUs shall be delivered to the Company, and the number of RSUs so accelerated shall reduce the number of RSUs which would otherwise become vested on the next applicable vesting date. The number of RSUs or Shares equal to the Withholding Taxes shall be determined using the closing price per Share on the NYSE (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares to the Participant or the Company, as applicable, and shall be rounded up to the nearest whole RSU or Share. (c) The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares to Participant. Any fractional share as contemplated by this Agreement unless and until such issuance or transfer shall be rounded down such that only whole comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are issued. In the event the Vesting Date falls on a non-business day (weekend or holiday on which banks are not generally open in the Commonwealth of Massachusetts), the Vesting Date shall be the next following business daylisted for trading.

Vesting; Settlement. The PBRSUs (a) Except as may otherwise be provided herein, the PSUs shall vest as set forth below. The PBRSUs will vest based on the third anniversary achievement of the Grant Date applicable performance criteria as described below during the period ending on June 30, 2023 (the “Vesting DatePerformance Period”); provided: i) The Company achieves , subject to the corporate goals set forth on Schedule A (the “Corporate Goals”) by the date set forth on Schedule A (the “Goal Completion Date”). The actual number of PBRSUs that shall be earned and that shall vestParticipant’s continued employment with, if anyappointment as a director of, shall be determined in accordance with the terms set forth on Schedule A; and ii) Participant is continuously an Employee of or engagement to provide services to, the Company or any of its Affiliates through the date on which the applicable performance criteria is achieved. The PSUs shall vest based on the 20 consecutive trading-day volume weighted average price per share of Common Stock (“VWAP”) at any time during the Performance Period as set forth below, subject to the Participant’s continued employment with, appointment as a director of, or engagement to provide services to, the Company and or any of its Affiliates hereinafter referred through the date such VWAP is achieved: For the avoidance of doubt, if the VWAP during the Performance Period does not equal or exceed $20.00 per share, none of the PSUs shall vest. (b) Except as provided in Section 2(c), any PSUs that vest on or prior to as “THG”) throughout the period from the Grant Date to the Vesting Date. The determination of (i) whether and to the extent the Corporate Goals set forth on Schedule A have been achievedJuly 1, and (ii) any adjustment to the actual number of PBRSUs earned and vested2022, shall be settled in shares of Common Stock within 10 days following July 1, 2022, and any PSUs that vest following July 1, 2022 but prior to July 1, 2023, shall be settled in shares of Common Stock within 10 days following July 1, 2023. (c) Notwithstanding the foregoing, upon a Change in Control, the VWAP shall be deemed to equal the per share price of Common Stock implied (or actually paid) in the sole Change in Control transaction as of such Change in Control and absolute discretion of the AdministratorPerformance Period shall expire immediately following such Change in Control. All decisions by the Administrator shall be final and binding upon Participant. To the extent the PBRSUs are intended to qualify for the performance-based compensation exception under Section 162(m), the Agreement shall be construed and administered Any PSUs that vest in accordance with this Section 162(m). As soon as reasonably practicable 2(c) and any previously vested PSUs shall be settled within 10 days following such Change in Control in an amount of cash equal to the vesting Fair Market Value of such PSUs on the date of the PBRSUsChange in Control; provided, but that if the Change in no Control is not also a change in control event later than 60 days following vestingwithin the meaning of Section 409A of the Code, the Company shall issue the Shares to Participant. Any fractional share such amount shall be rounded down such that only whole shares are issued. In paid at the event the Vesting Date falls on a non-business day (weekend or holiday on which banks are not generally open time set forth in the Commonwealth of MassachusettsSection 2(b), the Vesting Date shall be the next following business day.

Vesting; Settlement. The PBRSUs performance period for the Target Award shall vest as set forth below. The PBRSUs will vest be the period beginning January 1, 2018 and ending on December 31, 2020 (or, if earlier and otherwise provided in this Agreement, the third anniversary day prior to the consummation of the Grant Date a Change in Control) (the - 1 - “Vesting Date”); provided: i) The Company achieves the corporate goals set forth on Schedule A (the “Corporate Goals”) by the date set forth on Schedule A (the “Goal Completion DatePerformance Period”). The actual Subject to the terms and conditions of this Agreement, the number of PBRSUs Performance RSUs that shall be deemed earned and that shall vestvested, if any, shall be determined in accordance with based on the terms level of achievement of the performance conditions set forth on Schedule A; and iiExhibit A (such performance conditions, the “Performance Conditions”) Participant is continuously an Employee over the Performance Period, with the number of Performance RSUs that may be earned and vested ranging from zero to 200% of the Company Target Award. Any Performance RSUs that are determined not to be earned and vested at the end of the Performance Period shall be forfeited and canceled for no value without further action by the Grantee or any the Company. As soon as practicable following the end of its Affiliates the Performance Period (and, in no event later than March 15th following the Company and its Affiliates hereinafter referred to as “THG”) throughout end of the period from Performance Period), the Grant Date to the Vesting Date. The determination of Administrator shall determine (i) whether the level of achievement of the Performance Conditions and the percentage of the Target Award earned pursuant to such criteria (the extent date of such determination, the Corporate Goals set forth on Schedule A have been achieved, “Determination Date”) and (ii) any adjustment to the actual number of PBRSUs Performance RSUs deemed earned and vestedand, shall be in the sole and absolute discretion of the Administrator. All decisions by the Administrator shall be final and binding upon Participant. To the extent the PBRSUs are intended to qualify for the performance-based compensation exception under Section 162(m)therefore, the Agreement shall number of shares of Common Stock, if any, to be construed and administered in accordance with Section 162(m)delivered. As soon as reasonably practicable following the vesting of the PBRSUs, Determination Date (but in no event later than 60 days March 15th following vestingthe end of the Performance Period), (a) all vested Performance RSUs shall be settled and (b) subject to Section 3.6 and Section 9 of the Plan, the Company shall issue deliver to the Shares to Participant. Any fractional Grantee one unrestricted, fully transferable share shall be rounded down such that only whole shares are issued. In the event the Vesting Date falls on a non-business day (weekend or holiday on which banks are not generally open in the Commonwealth of Massachusetts), the Vesting Date shall be the next following business dayCommon Stock for each vested Performance RSU.

Vesting; Settlement. The PBRSUs performance period for the Target Award shall vest as set forth below. The PBRSUs will vest be the period beginning January 1, 20[•] and ending on December 31, 20[•] (or, if earlier and otherwise provided in this Agreement, the third anniversary day prior to the consummation of the Grant Date a Change in Control) (the “Vesting Date”); provided: i) The Company achieves the corporate goals set forth on Schedule A (the “Corporate Goals”) by the date set forth on Schedule A (the “Goal Completion DatePerformance Period”). The actual Subject to the terms and conditions of this Agreement, the number of PBRSUs Performance RSUs that shall be deemed earned and that shall vestvested, if any, shall be determined in accordance with based on the terms level of achievement of the performance conditions set forth on Schedule A; and iiExhibit A (such performance conditions, the “Performance Conditions”) Participant is continuously an Employee over the Performance Period, with the number of Performance RSUs that may be earned and vested ranging from zero to 200% of the Company Target Award. Any Performance RSUs that are determined not to be earned and vested at the end of the Performance Period shall be forfeited and canceled for no value without further action by the Grantee or any the Company. As soon as practicable following the end of its Affiliates the Performance Period (and, in no event later than March 15th following the Company and its Affiliates hereinafter referred to as “THG”) throughout end of the period from Performance Period), the Grant Date to the Vesting Date. The determination of Administrator shall determine (i) whether the level of achievement of the Performance Conditions and the percentage of the Target Award earned pursuant to such criteria (the extent date of such determination, the Corporate Goals set forth on Schedule A have been achieved, “Determination Date”) and (ii) any adjustment to the actual number of PBRSUs Performance RSUs deemed earned and vestedand, shall be in the sole and absolute discretion of the Administrator. All decisions by the Administrator shall be final and binding upon Participant. To the extent the PBRSUs are intended to qualify for the performance-based compensation exception under Section 162(m)therefore, the Agreement shall number of shares of Common Stock, if any, to be construed and administered in accordance with Section 162(m)delivered. As soon as reasonably practicable following the vesting of the PBRSUs, Determination Date (but in no event later than 60 days March 15th following vestingthe end of the Performance Period), (a) all vested Performance RSUs shall be settled and (b) subject to Section 3.6 and Section 9 of the Plan, the Company shall issue deliver to the Shares to Participant. Any fractional Grantee one unrestricted, fully transferable share shall be rounded down such that only whole shares are issued. In the event the Vesting Date falls on a non-business day (weekend or holiday on which banks are not generally open in the Commonwealth of Massachusetts), the Vesting Date shall be the next following business dayCommon Stock for each vested Performance RSU.

Vesting; Settlement. The PBRSUs shall vest as set forth below. The PBRSUs will vest on the third anniversary of the Grant Date (the “Vesting Date”); provided: i) The Company achieves the corporate goals set forth on Schedule A (the “Corporate Goals”) by the date set forth on Schedule A (the “Goal Completion Date”). The actual number of PBRSUs that shall be earned and that shall vest, if any, vest shall be determined in accordance with the terms set forth on Schedule A; and ii) Participant is continuously an Employee of the Company or any of its Affiliates (the Company and its Affiliates hereinafter referred to as “THG”) throughout the period from the Grant Date to the Vesting Date. The determination of (i) whether and to the extent the Corporate Goals set forth on Schedule A have been achieved, and (ii) any adjustment to the actual number of PBRSUs earned and vested, shall be in the sole and absolute discretion of the Administrator. All decisions by the Administrator shall be final and binding upon Participant. To the extent the PBRSUs are intended to qualify for the performance-based compensation exception under Section 162(m), the Agreement shall be construed and administered in accordance with Section 162(m). As soon as reasonably practicable following the vesting of the PBRSUs, but in no event later than 60 days following vesting, the Company shall issue the Shares to Participant. Any fractional share shall be rounded down such that only whole shares are issued. In the event the Vesting Date falls on a non-business day (weekend or holiday on which banks are not generally open in the Commonwealth of Massachusetts), the Vesting Date shall be the next following business day.