Common use of Conditions of Exercise Clause in Contracts

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein. (i) Except as otherwise provided in Section 11.1(b) of the Plan, in the last sentence of this Section 3(a)(i) or in Section 3(b), the SARs will not be exercisable until six months from the Grant Date and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule: (A) On the Corresponding Day in the sixth month following the Grant Date, 12.5% of the SARs will be exercisable; (B) On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day in each third month thereafter, an additional 6.25% of the SARs will become exercisable; and (C) On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Grant Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (A) one-third (1/3) of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (B) the number of full months of employment completed since the most recent date of vesting in accordance with the foregoing schedule. (ii) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iii) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken corrective action within 30 days after such notice is given so that the Good Reason for Termination of Service ceases to exist.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein. (i) Except as otherwise provided in Section 11.1(b) of the Plan, in the last sentence of this Section 3(a)(i) or in Section 3(b), the SARs will not be exercisable until six months from the Grant Initial Vesting Date and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule: (A) On the Corresponding Day in the sixth month Initial Vesting Date following the Grant Date, 12.5% of the SARs will be exercisable; (B) On the Corresponding Day in the ninth third month following the Grant Initial Vesting Date and on the Corresponding Day in each third month thereafter, an additional 6.25% of the SARs will become exercisable; and (C) On and after the Corresponding Day in the forty-eighth second (4842) month following the Grant Initial Vesting Date, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of the Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause or if the Termination of Service is by the Grantee due to Good Reason, and (y) if the Termination of Service is due to the Grantee’s Retirement prior to any SAR becoming exercisable or being exercised in full, then such SARs shall be exercisable as determined in the sole discretion of the Committee) more than six months date of the Grantee’s Retirement to the extent that any such SAR would have otherwise become exercisable had the Grantee remained in continuous employment with the Company through the date that is one year after the Grant Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (A) one-third (1/3) date of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (B) the number of full months of employment completed since the most recent date of vesting in accordance with the foregoing scheduleGrantee’s Retirement. (ii) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iii) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service a Change in Control occurs (x) by and the Grantee remains in continuous employment with the Company (or a Subsidiary without Cause or its successor) for six (y6) by the Grantee for Good Reasonmonths after such Change in Control, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, that is six (6) months after the Grantee must notify the Committee Change in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken corrective action within 30 days after such notice is given so that the Good Reason for Termination of Service ceases to existControl.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein. (i) Except as otherwise provided in Section 11.1(b) of the Plan, Plan or in the last sentence of this Section 3(a)(i) or in Section 3(b)3, the SARs will not be exercisable until six months from the Grant Date March 15, 202_ and may be exercised thereafter thereafter, only to the extent they have become exercisable exercisable, in accordance with the following schedule: (A: a) On the Corresponding Day in the sixth month following the Grant Date33.34% vests on March 15, 12.5202_ b) 33.33% of the SARs will be exercisable; (Bvests on March 15, 202_ c) On the Corresponding Day in the ninth month following the Grant Date and 33.33% vests on the Corresponding Day in each third month thereafterMarch 15, an additional 6.25% of the SARs will become exercisable; and (C) On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date, 100% of the SARs will be exercisable. [202_ Please refer to the website of the Third Party Administrator Administrator, which maintains the database for the Plan and provides related services, for the specific vesting schedule Vesting Dates related to the exercisability of the SAR SARs (click on the specific grant under Grant Name or Grant ID in the tab labeled Portfolio/Account Summary View). (ii) If the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Grants/Award/UnitsSuspension Event”).] Notwithstanding , the foregoing, Company has the right to suspend the vesting of the SARs until the day after the Chief Legal Officer has determined (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of Grantee’s death suspension is lifted or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause determines lack of good standing has been cured (as determined in each, the sole discretion of “Recovery Date”). If the Committee) more than six months after Suspension Event has occurred and prior to the Grant Recovery Date, the Grantee dies, is disabled, is terminated without Cause or terminates for Good Reason, then the provisions of Sections 3(a)(i) and 7 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) or is terminated for Cause prior to the Recovery Date then the unvested SARs will be entitled to exercise all SARs that had previously become exercisable, plus terminated without any further vesting after the product of (A) one-third (1/3) date of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (B) the number of full months of employment completed since the most recent date of vesting in accordance with the foregoing scheduleSuspension Event. (iiiii) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iiiiv) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, occurs on or prior to (A) the 12 13 month anniversary of an Approved Transaction Transaction, Board Change or Control Purchase or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 13 month anniversary or the first day following the expiration of the cure period described belowin the definition of “Good Reason” in Section 1.1 of the Employment Agreement, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken corrective action within 30 days after such notice is given so that the Good Reason for Termination of Service ceases to exist.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated hereinin this Section 3. (ia) Except as otherwise provided in Section 11.1(b) of the Plan, Plan or in the last sentence of this Section 3(a)(i) or in Section 3(b3(a), the SARs will not be exercisable until six months from the Grant Date November 1, 2009, and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule: (Ai) On the Corresponding Day in the sixth month following the Grant DateNovember 1, 2009, 12.5% of the SARs will be exercisable; (Bii) On the Corresponding Day in the ninth month following the Grant Date February 1, 2010, and on the Corresponding Day first day of the month in each third month thereafter, an additional 6.25% of the SARs will become exercisable; and (Ciii) On and after the Corresponding Day in the forty-eighth (48) month following the Grant DateMay 1, 2013, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Grant Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (Ax) one-third (1/3) of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (By) the number of full months of employment completed since the most recent date of vesting in accordance with the foregoing schedule. (iib) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iiic) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken corrective action within 30 days after such notice is given so that the Good Reason for Termination of Service ceases to exist.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated hereinin this Section 3. (ia) Except as otherwise provided in Section 11.1(b) of the Plan, Plan or in the last sentence of this Section 3(a)(i) or in Section 3(b3(a), the SARs will not be exercisable until six months from the Grant Date and ___, 200___and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule: (A) i. On the Corresponding Day in the sixth month following the Grant Dateand after ___200___, 12.5___% of the SARs will be exercisable; (B) ii. On the Corresponding Day in the ninth month following the Grant Date each ___, ___, ___, and on the Corresponding Day in each third month ___thereafter, an additional 6.25___% of the SARs will become exercisable; and (C) iii. On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date___, 200___, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) the all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Grant Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (Ax) one-third (1/3) of the additional number of SARs that would have become exercisable on the next following vesting date set forth in accordance with the above schedule, times (By) the number of full months of employment completed since the most recent date of vesting specified in accordance with the foregoing schedule. (iib) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iiic) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken corrective action within 30 days after such notice is given so that the Good Reason for Termination of Service ceases to exist.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein. (i) Except as otherwise provided in Section 11.1(b) of the Plan, in the last sentence of this Section 3(a)(i) or in Section 3(b), the SARs will not be exercisable until six months from the Grant Date and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule: (A) On the Corresponding Day in the sixth month following the Grant Date, 12.5% of the SARs will be exercisable; (B) On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day in each third month thereafter, an additional 6.25% of the SARs will become exercisable; and (C) On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of the Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause or if the Termination of Service is by the Grantee due to Good Reason, and (y) if the Termination of Service is due to the Grantee’s Retirement prior to any SAR becoming exercisable or being exercised in full, then such SARs shall be exercisable as determined in the sole discretion of the Committee) more than six months date of the Grantee’s Retirement to the extent that any such SAR would have otherwise become exercisable had the Grantee remained in continuous employment with the Company through the date that is one year after the Grant Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (A) one-third (1/3) date of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (B) the number of full months of employment completed since the most recent date of vesting in accordance with the foregoing scheduleGrantee’s Retirement. (ii) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iii) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service a Change in Control occurs (x) by and the Grantee remains in continuous employment with the Company (or a Subsidiary without Cause or its successor) for twelve (y12) by the Grantee for Good Reasonmonths after such Change in Control, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, that is twelve (12) months after the Grantee must notify the Committee Change in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken corrective action within 30 days after such notice is given so that the Good Reason for Termination of Service ceases to existControl.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein. (i) Except as otherwise provided in Section 11.1(b13.1(b) of the Plan, in the last sentence of this Section 3(a)(i), 3(a)(ii) or in Section 3(b), the SARs will not be exercisable until six months from the Grant Initial Vesting Date and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule: (A) On the Corresponding Day in the sixth month Initial Vesting date following the Grant Date, 12.533% of the SARs will be exercisable; (B) On the Corresponding Day in the ninth twelfth (12th) month following the Grant Date and on the Corresponding Day in each third month thereafterInitial Vesting Date, an additional 6.2533% of the SARs will become exercisable; and (C) On and after the Corresponding Day in the fortytwenty-eighth fourth (4824th) month following the Grant Initial Vesting Date, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant ID under the tab labeled “Grants/Award/UnitsPortfolio – Stock Options and Awards”).] Notwithstanding the foregoing, (xw) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of the Grantee’s death or Disability, (x) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date and prior to the Initial Vesting Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (A) one-thirteenth (1/13) of the additional number of SARs that would have become exercisable on the Initial Vesting Date in accordance with the above schedule, times (B) the number of full months of employment completed since the Grant Date, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months and occurs after the Grant Initial Vesting Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (A) one-third twelfth (1/31/12) of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (B) the number of full months of employment completed since the most recent vesting date, and (z) if the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus any such SARs that would have otherwise become exercisable had the Grantee remained in continuous employment with the Company through the date that is one year after the date of vesting the Grantee’s Retirement. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of the Company’s sale, assignment or other disposition of the Subsidiary to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in accordance the sole discretion of the Committee). The Committee shall have the sole discretion to determine whether a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this Agreement. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, or with the foregoing scheduleexpress consent, of the Company and any change in the Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement. (ii) In the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the SARs until the day after the General Counsel has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated without Cause, then the provisions of Sections 3(a)(i) and 7 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) or is terminated for Cause prior to the Recovery Date then the unvested SARs will be terminated without any further vesting after the date of the Suspension Event. (iii) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iiiiv) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, occurs on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee▇▇▇▇▇▇▇’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken failed to take corrective action within 30 days after such notice is given so that to cure the event giving rise to the Good Reason for Termination of Service ceases to existService.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs Option will be exercisable only in accordance with the conditions stated hereinin this Section 3. (ia) Except as otherwise provided in Section 11.1(b) of the Plan, Plan or in the last sentence of this Section 3(a)(i) or in Section 3(b3(a), the SARs Option will not be exercisable until six months from the Grant Date , 200 and may be exercised thereafter only to the extent they have it has become exercisable in accordance with the following schedule: (Ai) On and after , 200 , the Corresponding Day in the sixth month following the Grant Date, Option shall be exercisable as to 12.5% of the SARs will be exercisableOption Shares; (Bii) On the Corresponding Day in the ninth month following the Grant Date each , , and on the Corresponding Day in each third month thereafter, the Option shall be exercisable as to the percentage of the Option Shares as to which the Option had previously become exercisable in accordance with this schedule plus an additional 6.25% of the SARs will become exercisableOption Shares; and (Ciii) On and after , 200 , the Corresponding Day in the forty-eighth (48) month following the Grant Date, Option shall be exercisable as to 100% of the SARs will be exercisableOption Shares. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs the Option will become exercisable in full on the date of Termination of Service if the Termination of Service occurs by reason of Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Grant Date, the Grantee Option will be entitled become exercisable on the date of Termination of Service with respect to exercise all SARs that the percentage of the Option Shares as to which the Option had previously become exercisable, plus the product of (Ax) one-third (1/3) of the additional number percentage of SARs that the Option Shares as to which the Option would have become exercisable on the next following vesting date set forth in accordance with the above schedule, times (By) the number of full months of employment completed since the most recent date of vesting specified in accordance with the foregoing schedule. (iib) To the extent the SARs become Option becomes exercisable, all or any of such SARs the Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iiic) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs Option and that the exercise by the Grantee of SARs the Option will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken corrective action within 30 days after such notice is given so that the Good Reason for Termination of Service ceases to exist.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein. (i) Except as otherwise provided in Section 11.1(b) of the Plan, in the last sentence of this Section 3(a)(i) or in Section 3(b), the SARs will not be exercisable until six months from the Grant Date and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule: (A) On the Corresponding Day in the sixth month following the Grant Date, 12.5% of the SARs will be exercisable; (B) On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day in each third month thereafter, an additional 6.25% of the SARs will become exercisable; and (C) On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of the Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs more than six months after the Grant Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (A) one-third (1/3) of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (B) the number of full months of employment completed since the most recent date of vesting in accordance with the foregoing schedule, and (z) if the Termination of Service is due to the Grantee’s Retirement prior to any SAR becoming exercisable or being exercised in full, then such SARs shall be exercisable as of the date of the Grantee’s Retirement to the extent that any such SAR would have otherwise become exercisable had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. (ii) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iii) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, occurs on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken failed to take corrective action within 30 days after such notice is given so that to cure the event giving rise to the Good Reason for Termination of Service ceases to existService.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs Option will be exercisable only in accordance with the conditions stated hereinin this Section 3. (ia) Except as otherwise provided in Section 11.1(b) of the Plan, Plan or in the last sentence of this Section 3(a)(i) or in Section 3(b3(a), the SARs Option will not be exercisable until six months from the Grant Date and ___, 200___and may be exercised thereafter only to the extent they have it has become exercisable in accordance with the following schedule: (A) i. On and after ___, 200___, the Corresponding Day in the sixth month following the Grant Date, 12.5Option shall be exercisable as to ___% of the SARs will be exercisableOption Shares; (B) ii. On the Corresponding Day in the ninth month following the Grant Date each ___, ___, ___, and on the Corresponding Day in each third month ___thereafter, the Option shall be exercisable as to the percentage of the Option Shares as to which the Option had previously become exercisable in accordance with this schedule plus an additional 6.25___% of the SARs will become exercisableOption Shares; and (C) iii. On and after ___, 200___, the Corresponding Day in the forty-eighth (48) month following the Grant Date, Option shall be exercisable as to 100% of the SARs will be exercisableOption Shares. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs the Option will become exercisable in full on the date of Termination of Service if the Termination of Service occurs by reason of Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Grant Date, the Grantee Option will be entitled become exercisable on the date of Termination of Service with respect to exercise all SARs that the percentage of the Option Shares as to which the Option had previously become exercisable, plus the product of (Ax) one-third (1/3) of the additional number percentage of SARs that the Option Shares as to which the Option would have become exercisable on the next following vesting date set forth in accordance with the above schedule, times (By) the number of full months of employment completed since the most recent date of vesting specified in accordance with the foregoing schedule. (iib) To the extent the SARs become Option becomes exercisable, all or any of such SARs the Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iiic) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs Option and that the exercise by the Grantee of SARs the Option will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken corrective action within 30 days after such notice is given so that the Good Reason for Termination of Service ceases to exist.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein. (i) Except as otherwise provided in Section 11.1(b) of the Plan, Plan or in the last sentence of this Section 3(a)(i) or in Section 3(b)3, the SARs will not be exercisable until six months from the Grant Date March 15, 2023 and may be exercised thereafter thereafter, only to the extent they have become exercisable exercisable, in accordance with the following schedule: (A) On the Corresponding Day in the sixth month following the Grant Date, 12.5% of the SARs will be exercisable; (B) On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day in each third month thereafter, an additional 6.25% of the SARs will become exercisable; and (C) On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date, 100% of the SARs will be exercisable. [: Please refer to the website of the Third Party Administrator Administrator, which maintains the database for the Plan and provides related services, for the specific vesting schedule Vesting Dates related to the exercisability of the SAR Restricted Share Units (click on the specific grant under Grant Name or Grant ID in the tab labeled “GrantsPortfolio/Award/Units”Account Summary View).] Notwithstanding . Additionally, the foregoingGrantee will not vest, pursuant to this Section 3, in the SARs as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such SARs has occurred at any time after the Grant Date and prior to the first Vesting Date (the vesting or forfeiture of such SARs to be governed instead by Section 7). All SARs will (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of the Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months and occurs after the Grant first Vesting Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (A) one-third twelfth (1/31/12) of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (B) the number of full months of employment completed since the most recent date of vesting in accordance with the foregoing schedule, and (z) if the Termination of Service is due to the Grantee’s Retirement prior to any SAR becoming exercisable or being exercised in full, then such SARs shall be exercisable as of the date of the Grantee’s Retirement to the extent that any such SAR would have otherwise become exercisable had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. (ii) If the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the SARs until the day after the Chief Legal Officer has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of Sections 3(a)(i) and 7 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) or is terminated for Cause prior to the Recovery Date then the unvested SARs will be terminated without any further vesting after the date of the Suspension Event. (iii) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iiiiv) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, occurs on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken failed to take corrective action within 30 days after such notice is given so that to cure the event giving rise to the Good Reason for Termination of Service ceases to existService.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein. (i) Except as otherwise provided in Section 11.1(b) of the Plan, in the last sentence of this Section 3(a)(i), 3(a)(ii) or in Section 3(b), the SARs will not be exercisable until six months from the Grant Initial Vesting Date and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule: (A) On the Corresponding Day in the sixth month Initial Vesting date following the Grant Date, 12.5% of the SARs will be exercisable; (B) On the Corresponding Day in the ninth third month following the Grant Initial Vesting Date and on the Corresponding Day in each third month thereafter, an additional 6.25% of the SARs will become exercisable; and (C) On and after the Corresponding Day in the forty-eighth second (4842) month following the Grant Initial Vesting Date, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of the Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months and occurs after the Grant Initial Vesting Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (A) one-third (1/3) of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (B) the number of full months of employment completed since the most recent date of vesting in accordance with the foregoing schedule, and (z) if the Termination of Service is due to the Grantee’s Retirement, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus any such SARs that would have otherwise become exercisable had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. (ii) In the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the SARs until the day after the General Counsel has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, 4 the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of Sections 3(a)(i) and 7 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the Recovery Date then the unvested SARs will be terminated without any further vesting after the date of the Suspension Event. (iii) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iiiiv) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, occurs on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken failed to take corrective action within 30 days after such notice is given so that to cure the event giving rise to the Good Reason for Termination of Service ceases to existService.

Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated hereinin this Section 3. (ia) Except as otherwise provided in Section 11.1(b) of the Plan, Plan or in the last sentence of this Section 3(a)(i) or in Section 3(b3(a), the SARs will not be exercisable until six months from the Grant Date and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule: (Ai) On the Corresponding Day in the sixth month following the Grant Date, 12.5% of the SARs will be exercisable; (Bii) On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day in each third month thereafter, an additional 6.25% of the SARs will become exercisable; and (Ciii) On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Grant Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (Ax) one-third (1/3) of the additional number of SARs that would have become exercisable on the next following vesting date set forth in accordance with the above schedule, times (By) the number of full months of employment completed since the most recent date of vesting specified in accordance with the foregoing schedule. (iib) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof. (iiic) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto. (b) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 3(b) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all SARs will become exercisable on the date of Termination of Service. For Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have taken corrective action within 30 days after such notice is given so that the Good Reason for Termination of Service ceases to exist.