Common use of Grant and Issuance of Reserve Performance Shares Clause in Contracts

Grant and Issuance of Reserve Performance Shares. (a) The Committee has reserved for issuance to Employee up to [NUMBER] Shares (the “Reserve Performance Shares”) in the event a Goal exceeds Target (as adjusted for any stock splits, stock dividends, reclassifications or similar events) to be granted and issued to Employee pursuant to this Section 4.4. If pursuant to the Committee’s determination pursuant to Section 4.2 it is determined that any Goals ST achieved as of the ST Determination Date or, any Goals LT achieved as of the LT Determination Date is greater than the Target for such Goal, then the Committee shall grant, as soon as practicable after the date such determination is finalized to Employee a number of the Reserve Performance Shares equal to the product of (x) the sum of the Reserve Contribution for each Goal multiplied by (y) the number of Reserve Performance Shares multiplied by (z) with respect to a Goals ST, the ST Percentage (as defined below) and with respect to a Goals LT, the LT Percentage (as defined below). The “ST Percentage” shall equal the percentage obtained by dividing (i) the Performance Shares ST by (ii) the sum of Performance Shares ST plus Performance Shares LT. The “LT Percentage” shall equal one hundred percent (100%) minus the ST Percentage. The Reserve Performance Shares to be granted pursuant to this Section 4.4(a) based upon any Goals ST exceeding Target shall vest twenty-five percent (25%) on the first anniversary of the Grant Date and twenty-five percent (25%) on each anniversary thereafter until all such Shares have vested, but only if Employee has not terminated employment with the Company before such anniversary of the Grant Date with respect to Shares that would vest on or after such termination of employment. All such Reserve Performance Shares granted based upon any Goals ST exceeding target shall, upon grant, be treated for all purposes the same as Performance Shares ST, including vesting upon termination or retirement, payment of dividends, restriction on transfer and legends on any certificates issued for such shares. The Reserve Performance Shares to be granted pursuant to this Section 4.4(a) based upon any Goals LT exceeding Target shall vest fifty percent (50%) on the fourth anniversary of the Grant Date and fifty percent (50%) on the fifth anniversary of the Grant Date, but only if Employee has not terminated employment with the Company before such anniversary of the Grant Date with respect to Shares that would vest on or after such termination of employment. All such Reserve Performance Shares granted based upon any Goals LT exceeding target shall, upon grant be treated for all purposes the same as Performance Shares LT, including vesting upon termination or retirement, payment of dividends, restriction on transfer and legends on any certificates issued for such shares.

Grant and Issuance of Reserve Performance Shares. (a) The Committee has reserved for issuance to Employee up to [NUMBER] Shares (the “as Reserve Performance Shares”) in the event a Goal exceeds Target Shares (as adjusted for any stock splits, stock dividends, reclassifications or similar events) (the “Reserve Performance Shares”) to be granted and issued to Employee pursuant to this Section 4.44.3. If pursuant to the Committee’s determination pursuant to Section 4.2 it is determined that any Goals ST Goal achieved as of the ST Determination Date or, any Goals LT achieved as of the LT Determination Performance Vesting Date is greater than the Target for such Goal, then the Committee shall grant, as soon as practicable after the date such determination is finalized grant and issue to Employee a number of the Reserve Performance Shares equal to the product of (x) the sum of the Reserve Contribution for each Goal multiplied by (y) the number of Reserve Performance Shares multiplied by (zShares. For the purposes of the preceding computation only, the evaluation pursuant to subsection 4.2(c) shall be treated as a Goal with respect to which the Additional Vesting Percentage shall have a Goals ST, the ST Percentage (as defined below) and with respect to a Goals LT, the LT Percentage (as defined below). The “ST Percentage” shall equal the percentage obtained by dividing (i) the Performance Shares ST by (ii) the sum Target of Performance Shares ST plus Performance Shares LT. The “LT Percentage” shall equal one hundred percent (100%) minus and a Maximum of two hundred percent (200%), the ST Percentageamount of the Reserve Contribution shall be the amount by which the Additional Vesting Percentage exceeds one hundred percent (100%) and the Weighting Factor shall be deemed to be fifteen percent (15%) provided that any Reserve Performance Shares vesting based upon the Additional Vesting Percentage exceeding one hundred percent (100%) are not intended to qualify as “performance-based compensation” under Code Section 162(m) and the regulations thereunder. The Except as provided in subsection 4.3(b) below, the Reserve Performance Shares to be granted pursuant to this Section 4.4(asubsection 4.3(a) based upon any Goals ST exceeding Target shall be issued and vest twenty-five percent (25%) on the first anniversary of the Grant Date and twenty-five percent (25%) on each anniversary thereafter until all such Shares have vested, but only if Employee has not terminated employment with immediately following the Company before such anniversary of the Grant Date with respect to Shares that would vest on or after such termination of employment. All such Reserve Performance Shares granted based upon any Goals ST exceeding target shall, upon grant, be treated for all purposes the same as Performance Shares ST, including vesting upon termination or retirement, payment of dividends, restriction on transfer and legends on any certificates issued for such shares. The Reserve Performance Shares to be granted pursuant to this Section 4.4(a) based upon any Goals LT exceeding Target shall vest fifty percent (50%) on the fourth anniversary of the Grant Date and fifty percent (50%) on the fifth anniversary of the Grant Vesting Date, but only if Employee has not terminated employment with the Company before such anniversary of the Grant Date with respect Date. (b) Notwithstanding anything in subsection 4.3(a), if the sum of (i) the Metric Vested Shares plus (ii) the number of Reserve Performance Shares that would be issued and vest pursuant to subsection 4.3(a) above except for the provisions of this subsection 4.3(b) (excluding any Reserve Performance Shares that would vest based upon the Additional Vesting Percentage exceeding 100%), exceeds the number (the “Target Metric Shares”) of Performance Shares multiplied by the sum of all Weighting Factors (for purposes of clarity, the evaluation pursuant to subsection 4.2(c) shall not be treated as a Goal and accordingly, there shall be no Weighting Factor associated with such evaluation for these purposes), then such excess (the “Deferred Reserve Performance Shares”) shall be issued and vest on the first anniversary of the Grant Date following the Performance Vesting Date on which the Company’s Shareholder Return for the period from the first day of the Performance Period through December 31 of the year immediately prior to such anniversary date is equal to or after such termination of employment. All such greater than zero percent (0%), provided that if the Deferred Reserve Performance Shares granted based upon have not been issued and vested by the third anniversary of the Grant Date following the Performance Vesting Date (the last such test thereby being three (3) years after , ), then the Deferred Reserve Performance Shares and any Goals LT exceeding target Earned Dividend Shares (as defined in Section 10 below) associated with the Deferred Reserve Performance Shares shall not be issued or vest and any rights associated with such shares shall terminate. (c) If Employee shall be entitled to receive any Reserve Performance Shares or Deferred Reserve Performance Shares, then the Company shall, upon grant be treated for all purposes promptly after the same as determination pursuant to subsection 4.3(a) and/or 4.3(b) issue to Employee one or more stock certificates representing the number of Reserve Performance Shares LT, and/or Deferred Reserve Performance Share determined in accordance with subsection 4.3(a) and/or 4.3(b) (the “Reserve Certificate(s)”). The Reserve Certificates shall not have endorsed thereon the legend set forth in Section 7 and the Company shall not retain or otherwise escrow or withhold the Reserve Certificates from Employee pursuant to this Agreement. (d) Employee shall have no rights as a shareholder (including vesting upon termination voting rights or retirement, payment of rights to dividends, restriction on transfer and legends on ) with respect to any certificates issued for Reserve Performance Shares or Deferred Reserve Performance Shares until such sharestime as they may become issuable pursuant to subsection 4.3(a) or 4.3(b).

Grant and Issuance of Reserve Performance Shares. (a) The Committee has reserved for issuance to Employee up to [NUMBER] «Reserved_Shares_Alpha» («Rserved_Shares_Numeric») Shares (the “as Reserve Performance Shares”) in the event a Goal exceeds Target Shares (as adjusted for any stock splits, stock dividends, reclassifications or similar events) (the “Reserve Performance Shares”) to be granted and issued to Employee pursuant to this Section 4.4. If pursuant to the Committee’s determination pursuant to Section 4.2 it is determined that any Goals Goal ST achieved as of the ST Determination Date or, any Goals Goal LT achieved as of the LT Determination Date is greater than the Target for such Goal, then the Committee shall grant, as soon as practicable after the date such determination is finalized to Employee a number of the Reserve Performance Shares equal to the product of (x) the sum of the Reserve Contribution for each Goal multiplied by (y) the number of Reserve Performance Shares multiplied by (z) with respect to a Goals ST, the ST Percentage (as defined below) and with respect to a Goals LT, the LT Percentage (as defined below). The “ST Percentage” shall equal the percentage obtained by dividing (i) the Performance Shares ST by (ii) the sum of Performance Shares ST plus Performance Shares LT. The “LT Percentage” shall equal one hundred percent (100%) minus the ST PercentageShares. The Reserve Performance Shares to be granted pursuant to this Section 4.4(a) based upon any Goals Goal ST exceeding Target shall vest twenty-five percent (25%) on the first anniversary of the Grant Date and twenty-five percent (25%) on each anniversary thereafter until all such Shares have vested, but only if Employee has not terminated employment with the Company before such anniversary of the Grant Date with respect to Shares that would vest on or after such termination of employment. All such Reserve Performance Shares granted based upon any Goals Goal ST exceeding target shall, upon grant, be treated for all purposes the same as Performance Shares ST, including vesting upon termination or retirement, payment of dividends, restriction on transfer and legends on any certificates issued for such shares. The Reserve Performance Shares to be granted pursuant to this Section 4.4(a) based upon any Goals Goal LT exceeding Target shall be shall vest fifty percent (50%) on the fourth anniversary of the Grant Date and fifty percent (50%) on the fifth anniversary of the Grant Date, but only if Employee has not terminated employment with the Company before such anniversary of the Grant Date with respect to Shares that would vest on or after such termination of employment. All such Reserve Performance Shares granted based upon any Goals Goal LT exceeding target shall, upon grant be treated for all purposes the same as Performance Shares LT, including vesting upon termination or retirement, payment of dividends, restriction on transfer and legends on any certificates issued for such shares. (b) If Employee shall be entitled to receive any Reserve Performance Shares, then the Company shall, promptly after such shares vest issue to Employee a stock certificate (or identify issuance in book entry form) representing the number of Reserve Performance Shares determined in accordance with Section 4.4(a) (the “Reserve Certificate”). The Reserve Certificate (or book entry as the case may be) shall not have endorsed thereon, or be subject to, the legend set forth in Section 7 and the Company shall not retain or otherwise escrow or withhold the Reserve Certificate from Employee pursuant to this Agreement. (c) Employee shall have no rights as a shareholder (including voting rights or rights to dividends) with respect to any Reserve Performance Shares until such time as they are granted pursuant to Section 4.4(a).

Grant and Issuance of Reserve Performance Shares. (a) The Committee has reserved for issuance to Employee up to [NUMBER] ( ) Shares (the “as Reserve Performance Shares”) in the event a Goal exceeds Target Shares (as adjusted for any stock splits, stock dividends, reclassifications or similar events) (the “Reserve Performance Shares”) to be granted and issued to Employee pursuant to this Section 4.44.3. If pursuant to the Committee’s determination pursuant to Section 4.2 it is determined that any Goals ST Goal achieved as of the ST Determination Date or, any Goals LT achieved as of the LT Determination Performance Vesting Date is greater than the Target for such Goal, then the Committee shall grant, as soon as practicable after the date such determination is finalized grant and issue to Employee a number of the Reserve Performance Shares equal to the product of (x) the sum of the Reserve Contribution for each Goal multiplied by (y) the number of Reserve Performance Shares multiplied by (zShares. For the purposes of the preceding computation only, the evaluation pursuant to Section 4.2(c) shall be treated as a Goal with respect to which the Additional Vesting Percentage shall have a Goals ST, the ST Percentage (as defined below) and with respect to a Goals LT, the LT Percentage (as defined below). The “ST Percentage” shall equal the percentage obtained by dividing (i) the Performance Shares ST by (ii) the sum Target of Performance Shares ST plus Performance Shares LT. The “LT Percentage” shall equal one hundred percent (100%) minus and a Maximum of two hundred percent (200%), the ST Percentageamount of the Reserve Contribution shall be the amount by which the Additional Vesting Percentage exceeds one hundred percent (100%) and the Weighting Factor shall be deemed to be fifteen percent (15%) provided that any Reserve Performance Shares vesting based upon the Additional Vesting Percentage exceeding one hundred percent (100%) are not intended to qualify as “performance-based compensation” under Code Section 162(m) and the regulations thereunder. The Reserve Performance Shares to be granted pursuant to this Section 4.4(a4.3(a) based upon any Goals ST exceeding Target shall vest twenty-five percent (25%) on the first anniversary of the Grant Date and twenty-five percent (25%) on each anniversary thereafter until all such Shares have vested, but only if Employee has not terminated employment with immediately following the Company before such anniversary of the Grant Date with respect to Shares that would vest on or after such termination of employment. All such Reserve Performance Shares granted based upon any Goals ST exceeding target shall, upon grant, be treated for all purposes the same as Performance Shares ST, including vesting upon termination or retirement, payment of dividends, restriction on transfer and legends on any certificates issued for such shares. The Reserve Performance Shares to be granted pursuant to this Section 4.4(a) based upon any Goals LT exceeding Target shall vest fifty percent (50%) on the fourth anniversary of the Grant Date and fifty percent (50%) on the fifth anniversary of the Grant Vesting Date, but only if Employee has not terminated employment with the Company before such anniversary of the Grant Date Date. (b) If Employee shall be entitled to receive any Reserve Performance Shares, then the Company shall, promptly after the determination pursuant to Section 4.3(a), issue to Employee a stock certificate representing the number of Reserve Performance Shares determined in accordance with Section 4.3(a) (the “Reserve Certificate”). The Reserve Certificate shall not have endorsed thereon the legend set forth in Section 7 and the Company shall not retain or otherwise escrow or withhold the Reserve Certificate from Employee pursuant to this Agreement. (c) Employee shall have no rights as a shareholder (including voting rights or rights to dividends) with respect to Shares that would vest on or after such termination of employment. All such any Reserve Performance Shares granted based upon any Goals LT exceeding target shall, upon grant be treated for all purposes the same until such time as Performance Shares LT, including vesting upon termination or retirement, payment of dividends, restriction on transfer and legends on any certificates issued for such sharesthey may become issuable pursuant to Section 4.3(a).