Common use of VESTING; TERMINATION OF EMPLOYMENT OR SERVICE Clause in Contracts

VESTING; TERMINATION OF EMPLOYMENT OR SERVICE. (a) All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement. (b) The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your employment or other service with the Company or its affiliate (such employment or other service with the Company or its affiliate referred to hereafter as “Service”) is continuous from the Grant Date through the applicable vesting date and the conditions for vesting have been satisfied. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. (c) Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date and the Company achieving the financial performance target set forth in the table below for that vesting date. Specifically, the financial performance targets set forth in the table are based on a 20% increase, compounded annually, in fundamental earnings per share (diluted) (expressed in South African rand) (referred to hereafter as “Fundamental EPS”) above the Fundamental EPS for the fiscal year ended June 30, 2007. For this purpose, Fundamental EPS are calculated by adjusting GAAP earnings per share (diluted) (as reflected in the Company’s audited consolidated financial statements) to exclude the effects related to the amortization of intangible assets, stock-based compensation charges, one-time, large, unusual expenses as determined in the discretion of the Committee, and assuming a constant tax rate of 30%. If the Fundamental EPS for the specified fiscal year do not equal or exceed the Fundamental EPS Target specified in the table, no Award Shares will become vested and nonforfeitable on the corresponding vesting date. Any Award Shares that do not become vested and nonforfeitable because the Fundamental EPS Target is not met for the specified fiscal year remain outstanding and are available to become vested and nonforfeitable as of a subsequent vesting date if the Fundamental EPS Target for a subsequent fiscal year is met; provided that your Service continues through such subsequent vesting date. Accordingly, the table reflects the maximum aggregate percentage of Award Shares that may be vested as of each vesting date. Any outstanding Award Shares that have not become vested and nonforfeitable as of September 1, 2011, will be forfeited by you on September 1, 2011 and transferred to the Company for no consideration. The Fundamental EPS Targets will be proportionately adjusted by the Committee for any stock split, reverse stock split, stock dividend, share combination, recapitalization or similar event effected subsequent to the Grant Date. The Committee, in its sole discretion, may adjust the targets specified in the table above as it considers in good faith to be appropriate to reflect “extraordinary items” including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or nonrecurring items, and the cumulative effects of accounting changes.

VESTING; TERMINATION OF EMPLOYMENT OR SERVICE. (a) All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement. (b) The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your employment or other service with the Company or its affiliate (such employment or other service with the Company or its affiliate referred to hereafter as “Service”) is continuous from the Grant Date through the applicable vesting date and the conditions for vesting have been satisfied. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. (c) Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date and the Company achieving the financial performance target set forth in the table below for that vesting date. Specifically, the financial performance targets set forth in the table are based on a 2025% increase, compounded annually, in fundamental earnings per share (diluted) (expressed in South African rand) (referred to hereafter as “Fundamental EPS”) above the Fundamental EPS for the fiscal year ended June 30, 2007. For this purpose, Fundamental EPS are calculated by adjusting GAAP earnings per share (diluted) (as reflected in the Company’s audited consolidated financial statements) to exclude the effects related to the amortization of intangible assets, stock-based compensation charges, one-time, large, unusual expenses as determined in the discretion of the Committee, and assuming a constant tax rate of 30%. If the Fundamental EPS for the specified fiscal year do not equal or exceed the Fundamental EPS Target specified in the table, no Award Shares will become vested and nonforfeitable on the corresponding vesting date. Any Award Shares that do not become vested and nonforfeitable because the Fundamental EPS Target is not met for the specified fiscal year remain outstanding and are available to become vested and nonforfeitable as of a subsequent vesting date if the Fundamental EPS Target for a subsequent fiscal year is met; provided that your Service continues through such subsequent vesting date. Accordingly, the table reflects the maximum aggregate percentage of Award Shares that may be vested as of each vesting date. Any outstanding Award Shares that have not become vested and nonforfeitable as of September 1, 2011, will be forfeited by you on September 1, 2011 and transferred to the Company for no consideration. The Fundamental EPS Targets will be proportionately adjusted by the Committee for any stock split, reverse stock split, stock dividend, share combination, recapitalization or similar event effected subsequent to the Grant Date. The Committee, in its sole discretion, may adjust the targets specified in the table above as it considers in good faith to be appropriate to reflect “extraordinary items” including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or nonrecurring items, and the cumulative effects of accounting changes.