Common use of Lapse of Restrictions Clause in Contracts

Lapse of Restrictions. The Restrictions shall lapse as follows: a. 1/3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [first year following the grant date]. b. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination of Grantee’s employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Award.

Lapse of Restrictions. (a) Following the completion of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion of the Restricted Shares granted herein that have become Earned Restricted Shares. Following the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to the Company without payment of any consideration by the Company or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Shares. (b) The Restrictions restrictions set forth herein with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as follows: a. 1/3 shares to fifty percent (50%) of the Earned Restricted Stock shall no longer be subject Shares, rounded down to the Restrictions nearest whole Earned Restricted Share, on or after January 1, [first year following the grant date]. b. 1 3 shares third (3rd) anniversary of Restricted Stock shall no longer be subject the Grant Date and as to the Restrictions remainder of the Earned Restricted Shares on or after January 1the fourth (4th) anniversary of the Grant Date. Notwithstanding the foregoing, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination of Grantee’s employment due to death or permanent disabilityexcept as provided in Section 4 below, the Restrictions Earned Restricted Shares shall immediately lapse as to any shares of Restricted Stock held by not vest unless Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue continues to be subject to employed by the transfer restrictions set out in Section 2(a) hereof Company or any of its Affiliates through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Awarddate.

Lapse of Restrictions. (a) All restrictions set forth in Section 3 below will lapse in their entirety with respect to one-third (33.33%) of the Restricted Shares on each of the following dates: Each such period is called an “Installment Restriction Period.” Installment Restriction Periods are collectively referred to as the “Restriction Period.” Subject to the following provisions, Restricted Shares subject to an Installment Restriction Period shall, as of the end of that Installment Restriction Period, be no longer subject to forfeiture (e.g., they will become “vested”). (b) As soon as reasonably practicable after the end of an Installment Restriction Period, the Custodian will instruct the Transfer Agent to remove the transfer restriction notation referred to in Section 1(c) of this Agreement; provided, however, that the Custodian shall not issue such instruction until the Participant has either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. (c) If the Participant’s employment with or other service to the Company or a Subsidiary terminates during the Restriction Period because of death or Disability (as defined in Section 22(e)(3) of the Code), effective on the date of that event all restrictions set forth in Section 3 of this Agreement will lapse in their entirety with respect to all of the Restricted Shares and all such Shares shall be vested. (d) The Restrictions shall lapse as follows: a. 1/3 shares vesting of Restricted Stock Shares under this Agreement will result in the Participant’s recognition of income for federal and state tax purposes (and/or foreign tax purposes, if applicable) and shall no longer be subject to all applicable tax and tax withholding requirements. The Company or any Subsidiary shall have the Restrictions on authority and the right to deduct or after January 1withhold, [first year following or require the grant date]. b. 1 3 shares of Restricted Stock shall no longer be subject Participant to remit to the Restrictions on Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including Participant’s FICA or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer employment tax obligations) required by law to be subject withheld with respect to the Restrictions on or after January 1, [third year following vesting of the grant date]Restricted Shares. Upon the termination of Grantee’s employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the The Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agreesmay, in its sole discretiondiscretion and in satisfaction of the foregoing requirement, withhold, or allow the Participant to treat as elect to have the Company withhold, Shares otherwise issuable upon the vesting of any of the Restricted Shares (or allow the surrender of Shares). Unless otherwise determined by the Committee, the number of Shares so withheld or surrendered shall be limited to the number of Shares that have a retirement Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to supplemental taxable income. For purposes of this Awardparagraph, such withheld or surrendered Shares shall be valued at the closing price of the Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of determination on which sales of the Shares occurred.

Lapse of Restrictions. The Restrictions Restricted Shares shall lapse as follows: a. 1/3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [first year following the grant date]. b. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination of Grantee’s employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue cease to be subject to the transfer restrictions described herein, (shares no longer subject to such restrictions being referred to herein as "Unrestricted Shares") as of the date set out forth below according to the percentage set forth opposite such date, unless vesting occurs earlier, as provided for in Section 2(a2(d) hereof through of the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for Employment Agreement: For purposes of this AwardAgreement, the term "vesting" shall have the effect of converting Restricted Shares into Unrestricted Shares. In the event that Employee ceases to be a Service Provider before all of the shares of Stock granted hereunder cease to be Restricted Shares, Employee shall, upon the date of such termination forfeit or the restrictions shall lapse as to that number of shares of Stock which constitute the Restricted Shares as provided under Employee's Amended and Restated Employment Agreement dated as of July 6, 2003 ("Employment Agreement"). Upon such forfeiture the Company shall become the legal and beneficial owner of the Restricted Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Restricted Shares being forfeited by Employee. Upon a lapse of restrictions under this Section 2, the shares shall become Unrestricted Shares.

Lapse of Restrictions. The Restrictions (a) Except as described in Sections 3(b) and 3(c), the restrictions set forth in Section 2 above shall lapse on the Determination Date, as follows:defined in Section 4 below with respect to the Award Shares. a. 1/3 shares (b) To the extent the restrictions set forth in Section 2 have not lapsed in accordance with Section 3(a): (i) In the event that the Grantee’s employment with the Company and all affiliates terminates due to the Grantee’s death or disability, such restrictions shall lapse on the date of Restricted Stock such termination. For this purpose “disability” means (as determined by the Committee in its sole discretion) the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months. (ii) In the event that the Grantee’s employment with the Company and all affiliates terminates due to the Grantee’s retirement, such restrictions shall no longer lapse on the Determination Date, or if earlier, the date of the Grantee’s death, in which case the restrictions shall lapse on the date of such death, and the Award shall not be adjusted as described in Section 4. For this purpose, “retirement” means termination of the Grantee’s employment for any reason other than cause (as determined by the Company in its sole discretion) on or after the Grantee’s attainment age of 65. (c) The Award shall be forfeited to the Company upon the Grantee’s termination of employment with the Company and all affiliates for any reason other than the Grantee’s death, disability or retirement (as described in Section 3(b) above) that occurs prior to the date the restrictions lapse as provided in Section 3(a) above. (d) In the case of a Grantee who is also a Director, if the Grantee’s employment with the Company and all affiliates terminates before the restrictions set forth in Section 2 have lapsed, but the Grantee remains a Director, the Grantee’s service on the Board will be considered employment with the Company and the Grantee’s Award will continue to vest while his service on the Board continues. Any subsequent termination of service on the Board will be considered termination of employment and vesting will determined as of the date of such termination of employment. The foregoing provisions of this Section 3 shall be subject to the Restrictions on provisions of any written employment security agreement or after January 1severance agreement that has been or may be executed by the Grantee and the Company, [first year following and the grant date]. b. 1 3 shares provisions in such employment security agreement or severance agreement concerning the lapse of Restricted Stock shall no longer be subject to restrictions of an Award in connection with the Restrictions on or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the Grantee’s termination of Grantee’s employment due to death shall supercede any inconsistent or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes provision of this AwardSection 3.

Lapse of Restrictions. The Restrictions (a) [Performance criteria may be included for certain recipients at the discretion of the Organization and Compensation Committee.] (b) Subject to satisfaction of the foregoing performance condition, the restrictions set forth in Section 3 hereof shall lapse (provided that such Shares have not previously been forfeited pursuant to the provisions of paragraph (c) of Section 3 hereof) with respect to the number of Shares determined as follows:specified below upon the occurrence of any of the following events (any such event, a "Vest Date"): a. 1/3 shares (1) [Vesting schedule to be determined by the Organization and Compensation Committee. Certain agreements provide for cliff vesting, gradual vesting and/or long term "retirement" shares.] (2) Notwithstanding the foregoing, the restrictions set forth in Section 3 hereof shall lapse (provided that such Shares have not previously been forfeited pursuant to the provisions of Restricted Stock shall no longer be paragraph (c) of Section 3 hereof) upon all Shares which remain subject to the Restrictions foregoing restrictions, if prior to [insert last vesting date], the employment of the Grantee by the Company or its subsidiaries is terminated on account of death, retirement at or after January 1normal retirement age or permanent and total disability, [first year as determined in accordance with applicable Company personnel policies, or for any reason within two years following a Change of Control of the grant date]Company. b. 1 3 shares (c) No stock certificate shall be delivered to Grantee or Grantee's legal representative as hereinabove provided unless and until the statutory amount of Restricted Stock shall no longer federal, state or local tax withholding or other employment tax obligations the Company determines is or may be subject to required under applicable tax laws or regulations in connection with the Restrictions on or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination of Grantee’s employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released taxable income resulting from the forfeiture lapse of the restrictions set out forth in Section 2(b3 (the "Tax Withholding Obligation") hereof, but such shares shall continue has been withheld or paid pursuant to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Award5.

Lapse of Restrictions. a. The Restrictions restrictions set forth in Section 2 hereof shall lapse (provided that such shares have not previously been forfeited pursuant to the provisions of paragraph (c) of Section 2 hereof) as follows:to 33 1/3% of the total number of shares subject to this Incentive Stock Award upon Grantee's completion of each year of employment with the Company over the three-year period measured from the Vesting Commencement Date. a. 1/3 b. Notwithstanding the forgoing, the restrictions set forth in Section 2 hereof shall lapse (provided that such shares have not previously been forfeited pursuant to the provisions of Restricted Stock shall no longer be paragraph (c) of Section 2 hereof) upon all shares that remain subject to the Restrictions on or after January 1foregoing restrictions if, [first year following prior to the grant date]. b. 1 3 vesting of all of the shares of Restricted Stock shall no longer be subject to this Incentive Stock Award pursuant to the Restrictions schedule described in paragraph (a) of this Section 3, the employment of the Grantee by the Company or its subsidiaries is terminated on account of death or after January 1permanent and total disability, [second year following the grant date]as determined in accordance with applicable Company personnel policies. c. 1 3 Notwithstanding the foregoing, all or a portion of the shares of Restricted Stock shall no longer be subject to this Incentive Stock Award shall vest on an accelerated basis, and the Restrictions on or after January 1restrictions set forth in Section 2 hereof shall concurrently lapse with respect to those shares, [third year following the grant date]. Upon upon the termination of Grantee’s 's employment due to death or permanent disability, as Chief Executive Officer of the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions Company under certain prescribed circumstances set out forth in Section 2(b) hereof4.5 of the Grantee's Employment Agreement with the Company, but dated as of May 12, 2004, and Sections 4, 5 and 6 of the Executive Transition and Release Agreement attached as Exhibit C to such shares Employment Agreement. d. The foregoing notwithstanding, no such lapse of restriction shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned become effective unless and until Grantee or Grantee's legal representative shall surrender to the Company the certificates representing such shares, if any, and upon surrender thereof the Company shall cause new certificates evidencing such shares to satisfy be issued and delivered to Grantee or Grantee’s withholding taxes under 's legal representative, free from the restriction provided for in Section 8 2 hereof or any other restrictions on the sale or other transfer of such shares. The foregoing notwithstanding, no stock certificate shall be released from such transfer restrictions. Notwithstanding anything delivered to Grantee or Grantee's legal representative as hereinabove provided unless and until Grantee or Grantee's legal representative shall have paid to the contrary herein whether express Company in cash the full amount of all federal and state withholding or implied, other employment taxes applicable to the taxable income of Grantee shall be treated as having terminated by reason resulting from the lapse of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Awardsuch restrictions.

Lapse of Restrictions. 3.1 The Transfer Restrictions shall lapse as follows: a. 1/3 with respect to any portion of the shares of Restricted Stock shall no longer be subject lapse with respect to the percentage specified on Annex A (the "Vesting Installment Percentage") on the corresponding date set forth on Annex A (each, a "Lapse Date") provided the Grantee continues to be employed by the Corporation until such Lapse Date; provided, however, that the Transfer Restrictions on or after January 1, [first year following with respect to one hundred percent (100%) of the grant date]. b. 1 3 shares of Restricted Stock shall no longer lapse on the date of the Grantee's termination of employment with the Corporation as a result of the Grantee's retirement (which may be subject without Committee approval at or after age 65 or with Committee approval if before age 65 ("Qualifying Retirement")), death or Disability (also, a "Lapse Date"). Notwithstanding anything in the vesting acceleration provisions contained in the proviso of the preceding sentence to the Restrictions on contrary, in no event shall the Grantee (as a result of the operation of such vesting acceleration provisions) be vested or after January 1, [second year following otherwise entitled to more than one hundred percent (100%) of the grant date]shares of Restricted Stock granted pursuant to section 1.1 above. c. 1 3 3.2 Notwithstanding anything in this Agreement to the contrary, upon the termination of the Grantee's employment with the Corporation for any reason other than as a result of the Grantee's Qualifying Retirement, death or Disability, all shares of Restricted Stock in respect of which the Transfer Restrictions have not previously lapsed in accordance with Section 3.1 hereof shall be forfeited and automatically transferred to and reacquired by the Corporation at no cost to the Corporation, and neither the Grantee nor any heirs, executors, administrators or successors of such Grantee shall thereafter have any right or interest in such shares of Restricted Stock. 3.3 In the event the Grantee takes a leave of absence from the Corporation which exceeds six (6) consecutive months in duration, whether such leave of absence is paid or unpaid, the shares of Restricted Stock shall no longer be subject to treated as if the Restrictions on Grantee had terminated his or after January 1, [third year following the grant date]. Upon the termination of Grantee’s her employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment other than by reason of “retirement,” any shares his or her Qualifying Retirement, death or Disability, as of Restricted Stock held by Grantee at the time first day of such termination the leave of absence; provided, however, that the Committee (x) shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated treat an absence by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agreesDisability and (y) may, in its sole discretion, may treat an approved leave of absence, in either case, of more than six (6) consecutive months as not constituting a termination of employment with respect to treat as all or a retirement portion of the shares of Restricted Stock issued hereunder in which case the leave of absence will be treated in the manner set forth in the following sentence. In the event of an approved leave of absence for purposes a period consisting of this Awardsix (6) consecutive months or less, the period of such leave of absence shall not be taken into account in determining if the Grantee was employed by the Corporation on any Lapse Date.

Lapse of Restrictions. (a) [Performance criteria may be included for certain recipients at the discretion of the Committee. The Restrictions performance period typically will be one year and in all cases satisfaction of the performance criteria is required to be eligible for settlement of the RSUs]. (b) The restrictions set forth in Section 3 hereof shall lapse (provided that such RSUs have not previously been forfeited pursuant to the provisions Section 3(c) hereof) with respect to the number of RSUs determined as follows:specified below upon the occurrence of any of the following events (any such event, a “Vest Date”): a. 1/3 shares (1) [Vesting schedule to be determined by the Committee. Certain agreements provide for cliff vesting, gradual vesting and/or long term “retirement” shares.] (2) Notwithstanding the foregoing, the restrictions set forth in Section 3 hereof shall lapse immediately (provided that such RSUs have not previously been forfeited pursuant to the provisions of Restricted Stock shall no longer be Section 3(c) hereof) as set forth in the foregoing paragraph with respect to all RSUs which remain subject to the Restrictions on or after January 1foregoing restrictions, if prior to [first year following the grant last vesting date]. b. 1 3 shares , the employment of Restricted Stock shall no longer be subject to the Restrictions Grantee by the Company or its subsidiaries is terminated on account of death, Disability or after January 1, [second year a Qualifying Termination within two (2) years following a Change of Control of the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to Company as determined by the Restrictions on or after January 1, [third year following Committee in accordance with the grant date]Plan. Upon In the termination event of Grantee’s employment due to death or permanent disabilityRetirement from the Company, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out forth in Section 2(b) hereof, but such shares 3 hereof shall continue to be subject lapse (provided that such RSUs have not previously been forfeited pursuant to the transfer restrictions provisions of Section 3 (c) hereof) as set out forth in Section 2(a4(b)(1) hereof through with respect to all RSUs which remain restricted, if prior to [last vesting date], the applicable vesting dates set out above, provided however that any shares that are returned Grantee Retires and delivers a signed non-competition agreement in a form acceptable to the Company. However, under all circumstances, any RSUs held less than one year from date of grant will be forfeited. Nothing in the Plan or this Option confers any right of continuing employment with the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Awardsubsidiaries.

Lapse of Restrictions. All restrictions set forth in Section 3 below will lapse in their entirety with respect to one hundred percent (100%) of the Restricted Shares on the third anniversary of the Grant Date. Such period is referred to as the “Restriction Period.” Subject to the following provisions, Restricted Shares subject to the Restriction Period shall, as of the end of the Restriction Period, be no longer subject to forfeiture (e.g., they will become “vested”). (a) As soon as reasonably practicable after the end of the Restriction Period, the Custodian will instruct the Transfer Agent to remove the transfer restriction notation referred to in Section 1(c) of this Agreement; provided, however, that the Custodian shall not issue such instruction until the Participant has either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. (b) If the Participant’s employment with or other service to the Company or a Subsidiary terminates prior to the third anniversary of the Grant Date under circumstances which entitle the Participant to severance payments and benefits under that certain Change in Control Agreement, between you and the Company, dated as of June 8, 2022, without regard to whether a “Change in Control” has occurred for purposes thereof, or under any broad-based executive severance policy, plan or program maintained by the Company, the Restriction Period shall end on the Participant’s date of termination and one hundred percent (100%) of the Restricted Shares shall vest as of such date. (c) If the Participant’s employment with or other service to the Company or a Subsidiary terminates during the Restriction Period because of death or Disability (as defined in Section 22(e)(3) of the Code), effective on the date of that event all restrictions set forth in Section 3 of this Agreement will lapse in their entirety with respect to all of the Restricted Shares and all such Shares shall be vested. (d) The Restrictions shall lapse as follows: a. 1/3 shares vesting of Restricted Stock Shares under this Agreement will result in the Participant’s recognition of income for federal and state tax purposes (and/or foreign tax purposes, if applicable) and shall no longer be subject to all applicable tax and tax withholding requirements. The Company or any Subsidiary shall have the Restrictions on authority and the right to deduct or after January 1withhold, [first year following or require the grant date]. b. 1 3 shares of Restricted Stock shall no longer be subject Participant to remit to the Restrictions on Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including Participant’s FICA or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer employment tax obligations) required by law to be subject withheld with respect to the Restrictions on or after January 1, [third year following vesting of the grant date]Restricted Shares. Upon the termination of Grantee’s employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the The Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agreesmay, in its sole discretiondiscretion and in satisfaction of the foregoing requirement, withhold, or allow the Participant to treat as elect to have the Company withhold, Shares otherwise issuable upon the vesting of any of the Restricted Shares (or allow the surrender of Shares). Unless otherwise determined by the Committee, the number of Shares so withheld or surrendered shall be limited to the number of Shares that have a retirement Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to supplemental taxable income. For purposes of this Awardparagraph, such withheld or surrendered Shares shall be valued at the closing price of the Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of determination on which sales of the Shares occurred.

Lapse of Restrictions. The Restrictions (i) Unless previously vested or forfeited in accordance with the terms of the Plan or this Award Agreement, 20% of the Participant's Restricted Shares shall vest and the restrictions thereon shall lapse as follows: a. 1/3 shares of Restricted Stock shall no longer be subject to each of the Restrictions on first five anniversaries of the Date of Grant (each, a "VESTING DATE") so long as the Participant has remained in the continuous employment of the Company or after January 1, [first year following the grant date]. b. 1 3 shares any of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination of Grantee’s employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof its Subsidiaries through the applicable vesting dates set out aboveVesting Date; PROVIDED, provided however HOWEVER, that any shares that are returned to in the event of the death or Disability of the Participant, or a termination of the Participant's employment by the Company to satisfy Grantee’s withholding taxes or any of its Subsidiaries without Cause (as such term is defined in Section 6), 100% of the Participant's Restricted Shares shall vest and the restrictions thereon shall lapse as of the date of death, Disability or termination; PROVIDED FURTHER, HOWEVER, that under Section 8 hereof no circumstances shall be released from such transfer restrictionsany of the Restricted Shares vest, or the restrictions thereon lapse, during the first six months after the Date of Grant. Notwithstanding anything to In the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason event of a “retirement” only upon a voluntary termination that Change in Control and except as the Compensation Committee agrees, (as constituted immediately prior to such Change in Control) may otherwise determine in its sole discretion, to treat all of the Participant's Restricted Shares, whether or not vested (other than any Restricted Shares granted within six months of such Change in Control), shall become fully vested and all restrictions thereon shall lapse as a retirement of the date of the Change in Control. (ii) Upon termination of the Participant's employment with the Company or any of its Subsidiaries for purposes any reason, any Restricted Shares which have not theretofore vested (and which do not vest by reason of such termination of employment) shall be forfeited without any consideration being paid therefor. Notwithstanding any other provision in this AwardAward Agreement, in the event that the Participant's employment with the Company or any of its Subsidiaries terminates for any reason within six months of the Date of Grant, the Participant's Restricted Shares shall be forfeited as of the date of such termination without any consideration being paid therefor.

Lapse of Restrictions. The Restrictions [This Section 2 shall lapse as follows: a. 1/3 shares of only apply if the Restricted Stock shall no longer be Shares are subject to forfeiture and otherwise shall be deleted but marked “Intentionally Omitted.”] (a) All restrictions set forth in Section 3 below will lapse in their entirety with respect to twenty percent (20%) of the Restrictions Restricted Shares on or after January 1each of the following dates: ___________, [first year 20__ ___________, 20__ ___________, 20__ ___________, 20__ ___________, 20__ Each such period is called an "Installment Restriction Period." Installment Restriction Periods are collectively referred to as the "Restriction Period." Subject to the following provisions, Restricted Shares subject to an Installment Restriction Period shall, as of the grant date]end of that Installment Restriction Period, be free of further restrictions (“vested”). b. 1 3 (b) As soon as reasonably practicable after the end of an Installment Restriction Period, the Custodian will deliver to the Participant the certificate or certificates for the vested shares of Restricted Stock shall no longer be subject to that Installment Restriction Period; provided, however, that the Restrictions on Custodian shall not issue such shares to the Participant until the Participant has either (i) paid, or after January 1(ii) made provisions satisfactory to the Committee for the payment of, [second year following the grant date]all applicable tax withholding obligations. c. 1 3 shares of Restricted Stock shall no longer be subject (c) If the Participant's employment with or other service to the Restrictions on Corporation or after January 1, [third year following a Subsidiary terminates during the grant date]. Upon the termination Restriction Period because of Grantee’s employment due to death or permanent disabilityDisability, effective on the Restrictions shall immediately lapse as to any shares date of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture that event all restrictions set out forth in Section 3 will lapse in their entirety with respect to all of the then Restricted Shares and certificates for the Restricted Shares will be delivered in accordance with Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Award).

Lapse of Restrictions. 1 (a) The Restrictions restrictions set forth in Section 3 hereof shall lapse (provided that such RSUs have not previously been forfeited pursuant to the provisions of Section 3(c) hereof) with respect to the number of RSUs determined as follows:specified below upon the occurrence of any of the following events (any such event, a “Vest Date”): a. 1/3 shares (1) The RSUs subject to this RSU Award shall vest and restrictions thereon shall lapse at a rate of Restricted Stock one third of such number per year on March 6th of each year, commencing with March 6th, [FIRST ANNIVERSARY OF GRANT YEAR] and annually thereafter ending with March 6th, [THREE YEARS FROM GRANT YEAR], provided that Grantee’s employment with the Company has not terminated on or before such date or the exceptions set forth in Sections 4(a)(2) or (3) are met. (2) Notwithstanding the foregoing, the restrictions set forth in Section 3 hereof shall no longer be lapse immediately (provided that such RSUs have not previously been forfeited pursuant to the provisions of Section 3(c) hereof) with respect to all RSUs which remain subject to the Restrictions foregoing restrictions, if the employment of the Grantee by the Company or its subsidiaries is terminated on account of death, the Grantee’s Disability occurs or after January 1, [first year a Qualifying Termination occurs within two (2) years following a Change of Control of the grant date]. b. 1 3 shares of Restricted Stock shall no longer be subject to Company. In the Restrictions on or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination event of Grantee’s employment due to death or permanent disabilityRetirement from the Company, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out forth in Section 2(b) hereof, but such shares 3 hereof shall continue to be subject lapse (provided that such RSUs have not previously been forfeited pursuant to the transfer restrictions set out provisions of Section 1 Additional criteria which are solely applicable to Section 16 officers are included in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Award.Appendix C.

Lapse of Restrictions. (a) All restrictions set forth in Section 3 below will lapse in their entirety with respect to one-third (33.33%) of the Restricted Shares on each of the following dates: [insert date], 20__ [insert date], 20__ [insert date], 20__ Each such period is called an “Installment Restriction Period.” Installment Restriction Periods are collectively referred to as the “Restriction Period.” Subject to the following provisions, Restricted Shares subject to an Installment Restriction Period shall, as of the end of that Installment Restriction Period, be no longer subject to forfeiture (e.g., they will become “vested”). (b) As soon as reasonably practicable after the end of an Installment Restriction Period, the Custodian will instruct the Transfer Agent to remove the transfer restriction notation referred to in Section 1(c) of this Agreement; provided, however, that the Custodian shall not issue such instruction until the Participant has either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. (c) If the Participant’s employment with or other service to the Company or a Subsidiary terminates during the Restriction Period because of death or Disability (as defined in Section 22(e)(3) of the Code), effective on the date of that event all restrictions set forth in Section 3 of this Agreement will lapse in their entirety with respect to all of the Restricted Shares and all such Shares shall be vested. (d) The Restrictions shall lapse as follows: a. 1/3 shares vesting of Restricted Stock Shares under this Agreement will result in the Participant’s recognition of income for federal and state tax purposes (and/or foreign tax purposes, if applicable) and shall no longer be subject to all applicable tax and tax withholding requirements. The Company or any Subsidiary shall have the Restrictions on authority and the right to deduct or after January 1withhold, [first year following or require the grant date]. b. 1 3 shares of Restricted Stock shall no longer be subject Participant to remit to the Restrictions on Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including Participant’s FICA or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer employment tax obligations) required by law to be subject withheld with respect to the Restrictions on or after January 1, [third year following vesting of the grant date]Restricted Shares. Upon the termination of Grantee’s employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the The Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agreesmay, in its sole discretiondiscretion and in satisfaction of the foregoing requirement, withhold, or allow the Participant to treat as elect to have the Company withhold, Shares otherwise issuable upon the vesting of any of the Restricted Shares (or allow the surrender of Shares). Unless otherwise determined by the Committee, the number of Shares so withheld or surrendered shall be limited to the number of Shares that have a retirement Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to supplemental taxable income. For purposes of this Awardparagraph, such withheld or surrendered Shares shall be valued at the closing price of the Company’s Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of determination on which sales of the Shares occurred.

Lapse of Restrictions. (a) [Performance criteria may be included for certain recipients at the discretion of the Organization and Compensation Committee.] (b) The Restrictions restrictions set forth in Section 3 hereof shall lapse (provided that such RSUs have not previously been forfeited pursuant to the provisions of paragraph (c) of Section 3 hereof) with respect to the number of RSUs determined as follows:specified below upon the occurrence of any of the following events (any such event, a “Vest Date”): a. 1/3 shares (1) [Vesting schedule to be determined by the Organization and Compensation Committee. Certain agreements provide for cliff vesting, gradual vesting and/or long term “retirement” shares.] (2) Notwithstanding the foregoing, the restrictions set forth in Section 3 hereof shall lapse immediately (provided that such Shares have not previously been forfeited pursuant to the provisions of Restricted Stock shall no longer be paragraph (c) of Section 3 hereof) as set forth in the foregoing paragraph with respect to all RSUs which remain subject to the Restrictions on or after January 1foregoing restrictions, if prior to [first year following the grant last vesting date]. b. 1 3 shares , the employment of Restricted Stock shall no longer be subject to the Restrictions Grantee by the Company or its subsidiaries is terminated on account of death, total and permanent disability as determined in accordance with applicable Company personnel policies and the Plan policies or after January 1, [second year for any reason within two years following a Change in Control of the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to Company as determined by the Restrictions on or after January 1, [third year following Committee occurs in accordance with the grant date]Plan. Upon In the termination event of Grantee’s employment due to death or permanent disabilityretirement from the Company, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out forth in Section 2(b) hereof, but such shares 3 hereof shall continue to be subject lapse (provided that such RSUs have not previously been forfeited pursuant to the transfer provisions of paragraph (c) of Section 3 hereof) as set forth in the Paragraph 4(b)(1) with respect to all RSUs which remain restricted, if prior to [last vesting date], the Grantee retires and delivers a signed non-competition agreement in a form acceptable to the Company. However, under all circumstances, any RSUs held less than one year from date of grant will be forfeited. (c) No RSUs shall be delivered to or RSUs shall be vested and converted to shares of Company common stock in the account for the Grantee or Grantee’s legal representative as herein above provided unless and until the statutory amount of federal, state or local tax withholding or other employment tax obligations the Company determines is or may be required under applicable tax laws or regulations in connection with the taxable income resulting from the lapse of the restrictions set out forth in Section 2(a3 (the “Tax Withholding Obligation”) hereof through the applicable vesting dates set out above, provided however that any shares that are returned has been withheld or paid pursuant to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Award5.

Lapse of Restrictions. The (a) Subject to Section 4(b) below, the Restrictions shall lapse as follows: a. 1/3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January : 25% February 5, 2011 50% February 4, 2012 75% February 2, 2013 100% February 1, [first year following 2014 provided that the grant date]Director remains a member of the Board as of each such Vesting Date. In the event the Director’s membership on the Board is terminated for any reason prior to February 1, 2014, no further vesting (pro rata or otherwise) shall occur from and after the effective date of such termination. b. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination of Grantee’s employment due to death or permanent disability(b) Notwithstanding Section 4(a), the Restrictions shall immediately lapse as to any shares of Restricted Stock Shares then held by Grantee at the Director on the first to occur of (i) the effective date of a Change of Control of the Company, (ii) the date of termination of Director’s membership on the Board as a result of his death or Disability, or (iii) the date of an involuntary termination of the Compensation Agreement by the Company other than for Cause. Notwithstanding anything herein to the contrary, in the event Director ceases to be Executive Chairman of the Company any time of such termination. Upon after the termination or expiration of Grantee’s employment by reason the Compensation Agreement but remains a member of “retirement,” the Board, any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such then remaining unvested restricted shares shall continue immediately vest in full upon Director ceasing to be subject the Executive Chairman. (c) To the extent the Restrictions shall have lapsed under Section 4(a) or Section 4(b) with respect to the transfer restrictions set out in Section 2(aany Restricted Shares, those shares (“Vested Shares”) hereof through will, from and after the applicable vesting dates date, thereafter be free of the Restrictions set out aboveforth in Section 3 hereof. (d) If any of the Restricted Shares vest upon the death of the Director, provided however that any shares that are returned they shall be registered in the name of the estate of the Director except that, to the extent permitted by the Committee, if the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall have theretofore received in writing a beneficiary designation, the Shares shall be released from such transfer restrictions. Notwithstanding anything to registered in the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason name of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for Director’s designated beneficiary. (e) For purposes of this Award.Agreement, the following terms shall have the following meanings:

Lapse of Restrictions. (a) The Restrictions on the respective Restricted Shares shall lapse per the schedule immediately below, provided, however, that such corresponding date occurs prior to a Termination of Employment (as follows:defined in Appendix A), but subject to Sections 6(c) and 6(e) below: Date # of Shares for which Restrictions lapse and which become non-forfeitable a. 1/3 shares (b) Upon the lapse of Restricted Stock shall the Restrictions in accordance with this Section, the Company shall, as soon as practicable thereafter, deliver to the Executive a certificate (or record as a book entry and deliver evidence of same to the Executive) (without any restrictive endorsement referring to such Restrictions) for the Shares that are no longer be subject to such Restrictions. (c) In the event the Executive’s employment is terminated by the Company other than for Cause (as defined in Appendix A), Disability (as defined in Appendix A) or death, or if the Executive voluntarily resigns for Good Reason (as defined in Appendix A) for purposes of determining any lapse of the Restrictions in (a) above and the forfeiture of Shares, if any, under Section 5 and Section 6, the Executive’s employment shall be considered to have continued through the last day of the calendar quarter in which his Termination of Employment occurs. (d) If, during the 2-year period following a Change in Control (as defined in Appendix A): (i) the Executive is terminated by the Company other than for Cause, Disability or death, or (ii) the Executive voluntarily resigns for Good Reason, the Restrictions on or after January 1all then-Restricted Shares shall fully lapse, [first year following as of the grant date]Termination of Employment. b. 1 3 shares of Restricted Stock shall no longer be subject to (e) In the Restrictions on or after January 1, [second year following event the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination of GranteeExecutive’s employment is terminated due to his death or permanent disabilityDisability (as defined in Appendix A), the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Awarddetermining any lapse of the Restrictions in (a) above and the forfeiture of Shares, if any, under Section 5 and Section 6, the Executive’s employment shall be considered to have continued through 18 months following his Termination of Employment (as defined in Appendix A).