Common use of Exercise of the AWARD Clause in Contracts

Exercise of the AWARD. Except as provided under Sections 3 and 4 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the date which is approved by the COMMITTEE and then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows: (i) at any time after the first anniversary of the VESTING DATE, as to ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; (ii) at any time after the second anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; (iii) at any time after the third anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; and (iv) at any time after the fourth anniversary of the VESTING DATE, as to an additional ___________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise. Subject to the other provisions of this AGREEMENT, including Section 4, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT), accelerate the vesting and exercisability of the AWARD. The grant of the AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.

Exercise of the AWARD. Except as provided under Sections 3 and 4 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the “VESTING DATE”. The VESTING DATE shall be defined as the later of (1) the date for vesting which is approved by the COMMITTEE and then recorded and communicated through the System of Record Record; or (hereinafter referred to as 2) the date on which PARTICIPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is formed by the grant of the AWARD covered by this AGREEMENT (the “VESTING DATENON-COMPETE”), provided that PARTICIPANT PARTICI-PANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows: (i) at any time after the first anniversary of the VESTING DATE, as to ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; (ii) at any time after the second anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; (iii) at any time after the third anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; and (iv) at any time after the fourth anniversary of the VESTING DATE, as to an additional ___________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise. Subject to the other provisions of this AGREEMENT, including Section 4, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT), accelerate the vesting and exercisability of the AWARD. The grant of the AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.

Exercise of the AWARD. Except as provided under Sections 3 and 4 5 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the date which is approved by the COMMITTEE and Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows: (i) at any time after the first anniversary of the VESTING DATE, as to ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; (ii) at any time after the second anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; (iii) at any time after the third anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; and (iv) at any time after the fourth anniversary of the VESTING DATE, as to an additional ___________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate. Subject to the other provisions of this AGREEMENT, including Section 45, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT), accelerate the vesting and exercisability of the AWARD. The grant of the AWARD shall not confer upon the PARTICIPANT any right to continue in the employment of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s 's or the subsidiary’s or affiliate’s 's governing corporate documents.

Exercise of the AWARD. Except as provided under Sections 3 and 4 5 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the date which is approved by the COMMITTEE and then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING GRANT DATE”), provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows: (i) at any time after the first anniversary of the VESTING GRANT DATE, as to ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; (ii) at any time after the second anniversary of the VESTING GRANT DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; (iii) at any time after the third anniversary of the VESTING GRANT DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; and (iv) at any time after the fourth anniversary of the VESTING GRANT DATE, as to an additional ___________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate. Subject to the other provisions of this AGREEMENT, including Section 45, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT), accelerate the vesting and exercisability of the AWARD. The grant of the AWARD shall not confer upon the PARTICIPANT any right to continue in the employment of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.

Exercise of the AWARD. Except as provided under Sections 3 and 4 5 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the “VESTING DATE”. The VESTING DATE shall be defined as the later of (1) the date for vesting which is approved by the COMMITTEE and Compensation Committee of the Board of Directors then recorded and communicated through the System of Record Record; or (hereinafter referred to as 2) the date on which the PARTICPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is formed by the grant of AWARDS covered by this AGREEMENT, (the “VESTING DATENON-COMPETE”), provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows: (i) at any time after the first anniversary of the VESTING DATE, as to ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; (ii) at any time after the second anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; (iii) at any time after the third anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; and (iv) at any time after the fourth anniversary of the VESTING DATE, as to an additional ___________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate. Subject to the other provisions of this AGREEMENT, including Section 45, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT), accelerate the vesting and exercisability of the AWARD. The grant of the AWARD shall not confer upon the PARTICIPANT any right to continue in the employment of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s 's or the subsidiary’s or affiliate’s 's governing corporate documents.

Exercise of the AWARD. Except as provided under Sections 3 and 4 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the date which is approved by the COMMITTEE and then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows: : (i) at any time after the first anniversary of the VESTING DATE, as to ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; ; (ii) at any time after the second anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; ; (iii) at any time after the third anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; and and (iv) at any time after the fourth anniversary of the VESTING DATE, as to an additional ___________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise. Subject to the other provisions of this AGREEMENT, including Section 4, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT), accelerate the vesting and exercisability of the AWARD. The grant of the AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.

Exercise of the AWARD. Except as provided under Sections 3 and 4 5 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the date which is approved by the COMMITTEE and then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING GRANT DATE”), provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows: (i) at any time after the first anniversary of the VESTING GRANT DATE, as to ________25% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; (ii) at any time after the second anniversary of the VESTING GRANT DATE, as to an additional _________25% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; (iii) at any time after the third anniversary of the VESTING GRANT DATE, as to an additional _________25% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate; and (iv) at any time after the fourth anniversary of the VESTING GRANT DATE, as to an additional ___________25% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN)AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercisedate. Subject to the other provisions of this AGREEMENT, including Section 45, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT or the EMPLOYMENT AGREEMENT), accelerate the vesting and exercisability of the AWARD. The grant of the AWARD shall not confer upon the PARTICIPANT any right to continue in the employment of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.