Common use of Vesting; Timing of Delivery of Shares Clause in Contracts

Vesting; Timing of Delivery of Shares. (i) Subject to the remainder of this Agreement, provided the Participant is actively employed by the Company or a Subsidiary on the applicable vesting date, the RSU Award shall vest in the form of shares of Company Common Stock and become payable as follows: (A) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the first anniversary of the Date of Grant. (B) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the second anniversary of the Date of Grant. (C) The remaining one-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the third anniversary of the Date of Grant. Each of the periods described in clauses (A), (B), and (C) above is a “Vesting Year.” (ii) Upon (A) the Participant’s death or (B) the Participant’s Termination of Service as a result of Total and Permanent Disability (other than a Qualifying Termination under Section 1.a.(iii)), a pro rata portion of the unvested RSU Award shall automatically become vested and payable. Such pro-rata portion shall equal the number of shares of Common Stock that would have become vested pursuant to Section 1.a.(i) at the end of the then-current Vesting Year multiplied by a fraction, the numerator of which is the number of days during the then-current Vesting Year prior to the date of such event, and the denominator of which is the number of days in the then-current Vesting Year. (iii) Notwithstanding Section 1.a.(i), in the event of the Participant’s (A) Termination of Service as a result of Total and Permanent Disability, (B) Qualifying Retirement or (C) Termination of Service by the Company or a Subsidiary without Cause or by the Participant for Good Reason, in each case within 24 months after the occurrence of a Change in Control which is also a “change in control event” under Treasury Regulation Section 1.409A-3(i)(5) (a “Qualifying Termination”), 100% of the as-yet unvested RSU Award shall automatically become fully vested and payable upon the date of the Qualifying Termination. (iv) Notwithstanding anything in this Section 1.a. to the contrary, in the event of the Participant’s Qualifying Retirement (other than a Qualifying Termination), the RSU Award shall continue to vest and become payable as set forth in Section 1.a.(i) subject to the Participant’s compliance with the Restrictive Covenants. Notwithstanding the foregoing, the Committee shall have the sole authority to determine whether a Termination of Service is a Qualifying Retirement for the purposes of Section 1.a. As an inducement to the Company to continue vesting the Award in accordance with this Section 1.a.(iv), the Participant represents to, and covenants with or in favor of, the Company that the Participant will comply with all of the restrictive covenants set out in Attachment A to this Agreement (the “Restrictive Covenants”), which Attachment A shall be considered a part of this Agreement, as a condition to the continuation of vesting of the Award following a Qualifying Retirement. Such Restrictive Covenants shall be in addition to, and not in lieu of, any other restrictive covenants to which the Participant may be subject under the terms of an employment agreement with the Company or otherwise. (v) Subject to Section 15, in the event of vesting of any shares of Common Stock subject to this Award following the completion of a Vesting Year or pursuant to the Participant’s death, Termination of Service due to Total and Permanent Disability or a Qualifying Termination, the Company shall deliver to the Participant (or the Participant’s personal representative) the number of shares of Common Stock equal to the number of units of the RSU Award which have become vested as soon as practical after the applicable vesting date (but in no event later than 60 days following such date).

Vesting; Timing of Delivery of Shares. (i) Subject to the remainder of special vesting and forfeiture rules in this Agreement, provided the Participant is actively employed by or providing services to the Company or a Subsidiary on the applicable vesting date, the RSU Award shall vest in the form of shares of Company Common Stock and become payable as follows: (A) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the first First anniversary of the Date of Grant: One-Third of the total RSU Award. (B) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the second Second anniversary of the Date of Grant: One-Third of the total RSU Award. (C) The remaining one-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the third Third anniversary of the Date of Grant: One-Third of the total RSU Award. Each of the periods described in clauses (ASection 1.a.(i)(A), (B), and (C) above is a “Vesting Year.” (ii) Upon (A) the Participant’s death or death; (B) the Participant’s Termination of Service as a result of Total and Permanent Disability Disability; or (other than a C) the Participant’s Qualifying Termination under Section 1.a.(iii))Retirement, a pro rata portion of the unvested RSU Award shall automatically become vested and payable. Such pro-rata payable equal to the portion shall equal of the number of shares of Common Stock RSU Award that would have become vested pursuant to Section 1.a.(i) at the end of the then-current Vesting Year multiplied by a fraction, the numerator of which is the number of days during the then-current Vesting Year prior to the date of such event, and the denominator of which is the number of days in the then-current Vesting Year365. (iii) Notwithstanding Section 1.a.(i), in the event of the Participant’s (A) Termination of Service as a result of Total and Permanent Disability, (B) Qualifying Retirement or (C) Termination of Service by the Company or a Subsidiary without Cause or by the Participant for Good Reason, in each case within 24 months after the occurrence of a Change in Control which is also a “change in control event” under Treasury Regulation Section 1.409A-3(i)(5) (a “Qualifying Termination”), 100% of the as-yet unvested RSU Award shall automatically become fully vested and payable upon the date occurrence of the Qualifying Terminationa Change in Control. (iv) Notwithstanding anything in this Section 1.a. to the contrary, in the event of the Participant’s Qualifying Retirement (other than a Qualifying Termination), the RSU Award shall continue to vest and become payable as set forth in Section 1.a.(i) subject to the Participant’s compliance with the Restrictive Covenants. Notwithstanding the foregoing, the Committee shall have the sole authority to determine whether a Termination of Service is a Qualifying Retirement for the purposes of Section 1.a. As an inducement to the Company to continue vesting the Award in accordance with this Section 1.a.(iv), the Participant represents to, and covenants with or in favor of, the Company that the Participant will comply with all of the restrictive covenants set out in Attachment A to this Agreement (the “Restrictive Covenants”), which Attachment A shall be considered a part of this Agreement, as a condition to the continuation of vesting of the Award following a Qualifying Retirement. Such Restrictive Covenants shall be in addition to, and not in lieu of, any other restrictive covenants to which the Participant may be subject under the terms of an employment agreement with the Company or otherwise. (v) Subject to Section 15, in In the event of vesting of any shares an RSU Award pursuant to reaching one of Common Stock subject to this Award following the completion of following: a Vesting Year or pursuant to Year, the Participant’s death, Termination or the occurrence of Service due to Total and Permanent Disability or a Qualifying TerminationChange in Control, the Company shall deliver to the Participant (or the Participant’s personal representative) the number of shares of Common Stock equal to the number of units of the RSU Award which have become vested either ratably, or due to death or a Change in Control upon the earliest of: (A) the date of a Vesting Year has been reached, or (B) as soon as practical after (i) the applicable vesting date Participant’s death or (ii) when the Change in Control occurs, but in no event later than 60 days following such date. (v) Subject to Section 15.b., in the event of vesting of the RSU Award pursuant to Section 1.a.(ii)(B) (Termination of Service due to Disability) or Section 1.a.(ii)(C) (Qualifying Retirement), the Company shall deliver to the Participant (or the Participant’s personal representative) a number of shares of Common Stock equal to the appropriate pro rata vested RSU Award credited to the Participant, upon, or as soon as practical following, but in no event later than 60 days after the occurrence of either accelerating event.

Vesting; Timing of Delivery of Shares. (i) Subject to the remainder of this Agreement, provided the Participant is actively employed by the Company or a Subsidiary on the applicable vesting date, the RSU Award shall vest in the form of shares of Company Common Stock and become payable as follows: (A) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the first anniversary of the Date of Grant. (B) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the second anniversary of the Date of Grant. (C) The remaining one-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the third anniversary of the Date of Grant. Each of the periods described in clauses (A), (B), and (C) above is a “Vesting Year.” (ii) Upon (A) the Participant’s death or death; (B) the Participant’s Termination of Service as a result of Total and Permanent Disability Disability; or (other than a C) the Participant’s Qualifying Termination under Section 1.a.(iii))Retirement, a pro rata portion of the unvested RSU Award shall automatically become vested and payable. Such pro-rata portion shall equal the number of shares of Common Stock that would have become vested pursuant to Section 1.a.(i) at the end of the then-current Vesting Year multiplied by a fraction, the numerator of which is the number of days during the then-current Vesting Year prior to the date of such event, and the denominator of which is the number of days in the then-current Vesting Year. (iii) Notwithstanding Section 1.a.(i), in the event of the Participant’s (A) Termination of Service as a result of Total and Permanent Disability, (B) Qualifying Retirement or (C) Termination of Service by the Company or a Subsidiary without Cause or by the Participant for Good Reason, in each case within 24 months after the occurrence of a Change in Control which is also a “change in control event” under Treasury Regulation Section 1.409A-3(i)(5) (a “Qualifying Termination”), 100% of the as-yet unvested RSU Award shall automatically become fully vested and payable upon the date occurrence of the Qualifying Terminationa Change in Control. (iv) Notwithstanding anything in this Section 1.a. to the contrary, in the event of the Participant’s Qualifying Retirement (other than a Qualifying Termination), the RSU Award shall continue to vest and become payable as set forth in Section 1.a.(i) subject to the Participant’s compliance with the Restrictive Covenants. Notwithstanding the foregoing, the Committee shall have the sole authority to determine whether a Termination of Service is a Qualifying Retirement for the purposes of Section 1.a. As an inducement to the Company to continue vesting the Award in accordance with this Section 1.a.(iv), the Participant represents to, and covenants with or in favor of, the Company that the Participant will comply with all of the restrictive covenants set out in Attachment A to this Agreement (the “Restrictive Covenants”), which Attachment A shall be considered a part of this Agreement, as a condition to the continuation of vesting of the Award following a Qualifying Retirement. Such Restrictive Covenants shall be in addition to, and not in lieu of, any other restrictive covenants to which the Participant may be subject under the terms of an employment agreement with the Company or otherwise. (v) Subject to Section 15, in the event of vesting of any shares of Common Stock subject to this Award following the completion of a Vesting Year or pursuant to the Participant’s death, Termination of Service due to Total and Permanent Disability Disability, Termination of Service due to a Qualifying Retirement or a Qualifying TerminationChange in Control, the Company shall deliver to the Participant (or the Participant’s personal representative) the number of shares of Common Stock equal to the number of units of the RSU Award which have become vested as soon as practical after the applicable vesting date (but in no event later than 60 days following such date).

Vesting; Timing of Delivery of Shares. (i) a. Subject to the remainder of special vesting and forfeiture rules in this Agreement, provided the Participant is actively employed by or providing services to the Company or a Subsidiary on the applicable vesting date, the RSU Award Awarded Units shall vest in the form of shares of Company Common Stock and become payable as follows: (Ai) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the first Second anniversary of the Date of Grant: Fifty percent (50%) of the total Awarded Units. (Bii) One-third (1/3) of the number of shares of Common Stock subject to the Award on the Date of Grant shall vest on the second Fourth anniversary of the Date of Grant. : Fifty percent (C) The remaining one-third (1/350%) of the number of shares of Common Stock subject to total Awarded Units. b. Notwithstanding the Award on the Date of Grant shall vest on the third anniversary of the Date of Grant. Each of the periods described in clauses (A)foregoing, (B), and (C) above is a “Vesting Year.” (ii) Upon (A) the Participant’s death or (B) the Participant’s Termination of Service as a result of Total and Permanent Disability (other than a Qualifying Termination under Section 1.a.(iii)), a pro rata portion of the unvested RSU Award all Awarded Units shall automatically become 100% vested and payable. Such pro-rata portion shall equal the number of shares of Common Stock that would have become vested pursuant to Section 1.a.(ipayable upon (i) at the end of the then-current Vesting Year multiplied by a fraction, the numerator of which is the number of days during the then-current Vesting Year prior to the date of such event, and the denominator of which is the number of days in the then-current Vesting Year. death; (iii) Notwithstanding Section 1.a.(i), in the event of the Participant’s (Aii) Termination of Service as a result of Total and Permanent Disability, ; (B) Qualifying Retirement or (Ciii) Termination of Service by as a result of retirement on or after attaining age sixty-two (62); (iv) Termination of Service following the attainment of age fifty-five (55) and ten (10) years of employment with the Company or a Subsidiary without Cause any Subsidiary; (v) Termination of Service following the attainment of age fifty (50) and fifteen (15) years of employment with the Company or by the Participant for Good Reason, in each case within 24 months after any Subsidiary; or (vi) the occurrence of a Change in Control which is also a “change in control event” under Treasury Regulation Section 1.409A-3(i)(5) (a “Qualifying Termination”), 100% of the as-yet unvested RSU Award shall automatically become fully vested and payable upon the date of the Qualifying TerminationControl. (iv) Notwithstanding anything in this Section 1.a. to the contrary, in the event of the Participant’s Qualifying Retirement (other than a Qualifying Termination), the RSU Award shall continue to vest and become payable as set forth in Section 1.a.(i) subject to the Participant’s compliance with the Restrictive Covenants. Notwithstanding the foregoing, the Committee shall have the sole authority to determine whether a Termination of Service is a Qualifying Retirement for the purposes of Section 1.a. As an inducement to the Company to continue vesting the Award in accordance with this Section 1.a.(iv), the Participant represents to, and covenants with or in favor of, the Company that the Participant will comply with all of the restrictive covenants set out in Attachment A to this Agreement (the “Restrictive Covenants”), which Attachment A shall be considered a part of this Agreement, as a condition to the continuation of vesting of the Award following a Qualifying Retirement. Such Restrictive Covenants shall be in addition to, and not in lieu of, any other restrictive covenants to which the Participant may be subject under the terms of an employment agreement with the Company or otherwise. (v) Subject to Section 15, in c. In the event of vesting of any shares of Common Stock subject to this Award following the completion of a Vesting Year or Awarded Units pursuant to Section 3.a., the Participant’s death, Termination or the occurrence of Service due a Change in Control, upon the earlier of the date (i) the Awarded Units become vested pursuant to Total and Permanent Disability or a Qualifying TerminationSection 3.a., the Company shall deliver to the Participant (or ii) the Participant’s personal representativedeath, or (iii) the number of shares of Common Stock equal to the number of units of the RSU Award which have become vested Change in Control occurs, or as soon as practical after the applicable vesting date (thereafter, but in no event later than 60 days following such date, the Company shall deliver to the Participant or the Participant’s personal representative a number of shares of Common Stock equal to the aggregate number of vested Awarded Units credited to the Participant. d. Subject to Section 17.b., in the event of the Participant’s Termination of Service as a result of (i) Total and Permanent Disability, (ii) retirement on or after attaining age sixty-two (62); (iii) following the attainment of age fifty-five (55) and ten (10) years of employment with the Company or any Subsidiary, or (iv) following the attainment of age fifty (50) and fifteen (15) years of employment with the Company or any Subsidiary, the Company shall, upon Termination of Service, or as soon as practical following such Termination of Service, but in no event later than 60 days after the Termination of Service, deliver to the Participant or the Participant’s personal representative a number of shares of Common Stock equal to the aggregate number of vested Awarded Units credited to the Participant.