Common use of Lapse of Restrictions Clause in Contracts

Lapse of Restrictions. (i) The restrictions described in Section 2(e)(ii) shall lapse with respect to the RSUs in four equal installments of 25 percent each on each of the first, second, third and fourth anniversaries of the date of this Award Agreement, such that the restrictions set forth in Section 2(e)(ii) shall have lapsed with respect to 100 percent of the RSUs on the fourth anniversary of the date of this Award Agreement. (ii) The restrictions described in Section 2(e)(ii) shall lapse with respect to the Performance Units on the third anniversary of the date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company.

Lapse of Restrictions. (i) The RSUs subject to this RSU Award shall vest and restrictions described in Section 2(e)(ii) thereon shall lapse at a rate of one third of such number per year on [VESTING DATE] of each year, commencing with respect to the RSUs in four equal installments of 25 percent each [FIRST VESTING DATE IN ONE YEAR] and annually thereafter ending with [FINAL VESTING DATE IN THREE YEARS], provided that Grantee’s employment has not terminated on each or before such date or one of the firstexceptions set forth below in this Section 4 are met. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, secondRetirement, third and fourth anniversaries Disability or a Qualifying Termination within two (2) years following a Change of Control of the Company, each as determined by the Committee in accordance with the Plan, then as of the date of this Award Agreementsuch termination any RSUs which have yet to vest shall be forfeited by you. If prior to the RSUs becoming vested in full pursuant to the preceding paragraph, such that your employment with the restrictions set forth in Section 2(e)(iiCompany or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination within two (2) shall have lapsed with respect to 100 percent years following a Change of Control of the RSUs on Company, each as determined by the fourth anniversary of Committee in accordance with the date Plan, then any portion of this RSU Award Agreement. (ii) The restrictions described in Section 2(e)(ii) which has yet to become vested shall lapse with respect become immediately vested. If prior to the Performance Units on RSUs becoming vested in full pursuant to the third anniversary of preceding paragraph, you Retire from the date Company and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this RSU Award Agreement (the "Measurement Date"), but only if and which has yet to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee become vested shall certify on a nondiscretionary basis whether and the extent continue to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals vest as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extentpreceding paragraph. Notwithstanding the foregoing or and regardless of reason for termination, under all circumstances other than your Qualifying Termination within two (2) years following a Change of Control, any other provision of this Award Agreement to RSUs held less than one year from the contraryGrant Date will be forfeited[; provided, however, in the event that of your Retirement, this one-year holding requirement may be waived by the Committee certifies that Committee, in its sole and absolute discretion, and any portion of this RSU Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company has achieved or its subsidiaries. Notwithstanding the foregoing, if in the event of a Total Shareholder Return which is above Change of Control the ____ percentile of the Peer Group but the Total Shareholder Return of successor to the Company is less than zerodoes not assume this RSU Award, then the conditions with respect any portion of this RSU Award which has yet to become vested and which has not otherwise been forfeited pursuant to the Performance Units provisions of this Section 4 shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal become immediately vested. Notwithstanding anything to the Above Target Total Shareholder Return Goal shall be removed contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of the Measurement Date and the remainder of the Performance Units whether you are retirement eligible, you will be forfeited forfeit your right to the Companyreceive any unvested RSUs, unless otherwise prohibited by law.

Lapse of Restrictions. (i) The restrictions described in Section 2(e)(ii) shall lapse Notwithstanding the foregoing, the Repurchase Right and Transfer Restriction with respect to the RSUs in four equal installments of 25 percent each on each of the first, second, third and fourth anniversaries of the date of this Award Agreement, such that the restrictions set forth in Section 2(e)(ii) Rollover Shares shall have lapsed with respect to 100 percent of the RSUs lapse on the fourth earlier the (i) second anniversary of the date of this Award Agreement. Closing Date or (ii) The restrictions described in Section 2(e)(ii) date that Employee’s employment is terminated by the Company and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall lapse have the same meaning given such term with respect to the Performance Units Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the third events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the date Closing Date due to a life altering event having occurred (e.g., incapacity of this Award Agreement (the "Measurement Date"a spouse or child), but only if and to the extent the Committee certifies Employee may request in writing that the "Shareholder Return Goals" set forth in this subsection Company’s Board of Directors (iior its Compensation Committee) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether waive the Repurchase Right, and the extent to which Company’s Board of Directors (or its Compensation Committee) will consider the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth waiver request in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Companygood faith.

Lapse of Restrictions. (i) The RSUs subject to this RSU Award shall vest and restrictions described in Section 2(e)(ii) thereon shall lapse with respect to the RSUs in four equal installments at a rate of 25 percent each on each one third of the firsttotal number of RSUs granted per year commencing with [FIRST VESTING DATE IN ONE YEAR] and annually thereafter ending with [THIRD VESTING DATE IN THREE YEARS], secondprovided that ▇▇▇▇▇▇▇’s employment has not terminated on or before such date unless one of the exceptions set forth below in this Section 4 is met. The Company will issue you the Shares subject to this RSU Award (as well as any cash payments related to dividends or distributions related to such Shares) as soon as reasonably possible after each date on which the applicable restrictions lapse or any other date upon which this RSU Award vests as set forth below in this Section 4. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, third Retirement, Disability or a Qualifying Termination, each as defined below and fourth anniversaries determined by the Committee in accordance with the Plan, then as of the date of such termination any RSUs which have yet to vest shall be forfeited by you in exchange for no additional consideration or payment. If prior to the RSUs becoming vested in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this RSU Award Agreementwhich has yet to become vested shall become immediately vested. If prior to the RSUs becoming vested in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such that an agreement is prohibited by governing law as determined by the restrictions Company), then any portion of this RSU Award which has yet to become vested shall continue to vest pursuant to the vesting schedule set forth in Section 2(e)(ii) shall have lapsed with respect to 100 percent the preceding paragraph. Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination, any RSUs on held less than one year from [DATE] shall be forfeited in exchange for no additional consideration or payment[; provided, however, in the fourth anniversary event of your Retirement, this one-year holding requirement may be waived by the date Committee, in its sole and absolute discretion, and any portion of this RSU Award Agreement. (ii) The restrictions described in Section 2(e)(ii) which has yet to become vested shall lapse with respect continue to the Performance Units on the third anniversary of the date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals vest as set forth in Section 2(f)(viii)the preceding paragraph]1. In Nothing in the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all Plan or this Agreement confers any right of the Performance Units will be forfeited to the Company. In the event the Committee certifies that continuing employment with the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extentor its subsidiaries. Notwithstanding the foregoing or foregoing, if in the event of a Change of Control the successor to the Company does not assume this RSU Award, then any other provision portion of this RSU Award Agreement which has yet to become vested and which has not otherwise been forfeited pursuant to the contraryprovisions of this Section 4 shall become immediately vested. Notwithstanding anything to the contrary herein, in the event that your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zerounvested RSUs in exchange for no additional consideration or payment, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Companyunless otherwise prohibited by law.

Lapse of Restrictions. (i) The restrictions described in Section 2(e)(ii) shall lapse with respect to the RSUs Shares shall lapse in four equal installments of 25 percent each on each their entirety upon the occurrence of the first, second, third and fourth anniversaries earliest of the date of this Award Agreementfollowing events, such that the restrictions set forth in Section 2(e)(ii) shall have lapsed with respect to 100 percent of the RSUs on the fourth anniversary of the date of this Award Agreement.as applicable: (ii) The restrictions described in Section 2(e)(ii) shall lapse a. Solely with respect to the Performance Units on Finder Shares, the third one-year anniversary of the date of this Award Agreement Closing Date (the "Measurement “Finder Shares Vesting Date"”), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions ; b. Solely with respect to the Performance Units shall be deemed Closing Shares, such Closing Shares are registered for resale by BRAC pursuant to have a Registration Statement under the Securities Act of 1933, as amended, that has been met declared effective by the U.S. Securities Exchange Commission (the “Closing Shares Vesting Date” and together with the Finder Shares Vesting Date, the “Vesting Dates”); c. Executive’s employment, director or consulting services are reduced below the level of minimum services required by Section 3.b above by the Company for any reason other than fraud, embezzlement or a similar serious offense involving the number Company or any of Performance Units determined by linear interpolation between such Shareholder Return Goals and its affiliates; d. Except with respect to the restrictions on such Performance Units shall be removed Merger, a merger or consolidation of BRAC with or into another corporation or entity in which the stockholders of BRAC as of immediately prior to the Measurement Date and the remainder transaction own less than a majority of the Performance Units will be forfeited outstanding stock of the surviving entity, or a sale or other disposition of all or substantially all of BRAC’s assets (including a plan of liquidation), or (ii) that a majority of the members of BRAC’s Board of Directors is replaced by directors not nominated and approved by BRAC’s Board of Directors; e. The death of Executive; or f. Executive’s incapacity due to physical or mental illness or injury, if Executive has been unable, due to such physical or mental illness or incapacity, to perform the Companyessential duties of his services with reasonable accommodation for a continuous period of ninety (90) days or an aggregate period of one hundred eighty (180) days in any rolling three hundred sixty-five (365) day period; provided that such physical or mental illness or injury qualifies as a disability under Treasury Regulation Sec. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent1.409A-3(i)(1)(ii). Notwithstanding the foregoing or any other provision of anything else in this Award Agreement Letter to the contrary, the restrictions upon the Shares shall lapse in their entirety on the event that applicable Vesting Date. Upon request of Executive at any time after the Committee certifies that applicable Vesting Date, BRAC shall remove any restrictive notations placed on the Company has achieved a Total Shareholder Return which is above the ____ percentile books of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied BRAC and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Companyapplicable stock certificate(s) in connection with such restrictions.

Lapse of Restrictions. (a) The Restrictions on the respective Restricted Stock Units shall lapse per the schedule immediately below, provided, however, that such corresponding date occurs prior to a Termination of Employment (as defined in Appendix A), but subject to Sections 5(c) and 5(e) below: Date # of RSUs for which Restrictions lapse and which become non-forfeitable (b) Upon the lapse of the Restrictions in accordance with this Section 5, the Company shall, as soon as practicable thereafter (and in any event, within thirty (30) days thereafter), settle the RSUs in shares of Company Common Stock and 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 RSUs that are no longer 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) or retires on or after attaining age 65 with the consent of the Company, then for purposes of determining any lapse of the Restrictions in (a) above and the forfeiture of Restricted Stock Units, if any, under Section 4 and Section 5, and, provided the Executive complies with the covenants set forth in Section 6, the Executive’s employment shall be considered to continue through the Restriction lapse dates set forth in Section 5(a), with the RSUs to be settled pursuant to Section 5(b) following the Restriction lapse dates set forth in Section 5(a). (d) If, during the 24-month period following a Change in Control (as defined in Appendix A): (i) The restrictions described in the Executive is terminated by the Company other than for Cause, Disability or death, or (ii) the Executive voluntarily resigns for Good Reason, all Restrictions on the respective Restricted Stock Units that have not been previously forfeited under Section 2(e)(ii) shall lapse with respect to the RSUs in four equal installments of 25 percent each on each of the first, second, third and fourth anniversaries 4 as of the date of this Award Agreement, such that the restrictions set forth in Section 2(e)(ii) Termination of Employment shall have lapsed with respect to 100 percent of the RSUs on the fourth anniversary lapse immediately as of the date of this Award AgreementTermination of Employment. (iie) The restrictions described In the event the Executive’s employment is terminated due to death or Disability (as defined in Section 2(e)(ii) shall lapse with respect to the Performance Units Appendix A), all Restrictions on the third anniversary respective Restricted Stock Units that have not been previously forfeited under Section 4 as of the date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee death or Disability shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Companylapse immediately.

Lapse of Restrictions. (i) The restrictions described in Section 2(e)(ii) shall lapse with respect Subject to the RSUs in four equal installments terms and conditions set forth herein, your Restricted Stock Units shall become fully vested on [ ] [subject to achievement of 25 percent each on each one or more pre-established performance condition(s) permitted by the Plan] so long as you remain an employee of the firstCompany through such date and shall be payable as soon as practicable [after such date] [[or alternatively] following a period of [insert period] after such date]; provided, secondhowever, third that if your employment terminates as a result of your [Retirement (as defined below [and fourth anniversaries provided the performance condition(s) is (are) met]),] Total Disability (as defined below), or death, then you, or in the event of your death, your legal representative (or any person to whom the Restricted Stock Units may be transferred by will or the applicable laws of descent and distribution), shall be vested as of the date of this Award Agreement, such that employment termination with a portion of the restrictions set forth Restricted Stock Units which is in proportion to your active service during the period commencing on the Grant Date and ending on [ ] and such vested portion of Restricted Stock Units shall be paid as soon as practicable after such accelerated vesting date (except as provided in Section 2(e)(ii) shall have lapsed 9)[; and provided further, however, that with respect to 100 percent Restricted Stock Units that are not subject to section 409A of the RSUs on Internal Revenue Code of 1986 as amended (the fourth anniversary of “Code”), if you become eligible for Retirement (as defined below) during the date of this Award Agreement. (ii) The restrictions described in Section 2(e)(ii) shall lapse vesting period, then with respect to each calendar year during the Performance vesting period after you become eligible for Retirement, the portion of Restricted Stock Units that would have vested had you retired on the third anniversary last day of such calendar year shall vest as of such day and shall be paid to you within two and one-half months following the date end of this Award Agreement (the "Measurement Date")such calendar year, but only if and solely to the extent that nonpayment would cause the Committee certifies Restricted Stock Units to be subject to section 409A of the Code.] Notwithstanding anything herein to the contrary (except as provided in writing that Section 16 hereof), unless otherwise determined by the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Committee, no Restricted Stock Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before become vested after the date on which your employment with the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Companyterminates.

Lapse of Restrictions. (i) The Except as may otherwise be provided herein, the restrictions described on transfer set forth in Section 2(e)(ii2(a) shall lapse with respect to up to thirty-three and one-third percent (33-1/3%) of the RSUs in four equal installments of 25 percent each Performance Share Units granted hereunder (as set forth on Appendix A attached hereto) on each of the first, second, third and fourth first three anniversaries of the date of this Award AgreementGrant Date, such to the extent that the restrictions set forth in Section 2(e)(ii) shall have lapsed with respect Trust has satisfied the relevant performance goals for the annual performance periods concluding prior to 100 percent of the RSUs on the fourth such anniversary of the date of this Award Agreement. (ii) The restrictions described in Section 2(e)(ii) shall lapse with respect to the Performance Units on the third anniversary of the date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals Grant Date as set forth in Section 2(f)(viiion Appendix A (each, a “Performance Period”), and provided that the Grantee is providing services to the Trust or an Affiliate as of the applicable vesting date. No fractional Shares shall be issuable hereunder. In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been metGrantee is vested in a fractional Share, then all such fractional Share shall be rounded down and paid, in lieu thereof, in an amount of cash equal to the Fair Market Value of the Performance Units will be forfeited fractional Share. (i) Prior to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goalapplicable Grant Date, the conditions shall be deemed to have been satisfied and Trust will objectively define the restrictions on a number manner of Performance Units equal to all determining the satisfaction of the relevant performance goals during the Performance Units multiplied by two Period for such Grantee, including whether or to what extent, there shall not be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between taken into account any of the Total Shareholder Return Goals set forth abovefollowing events that occurs during a Performance Period: (i) asset write-downs, then (ii) litigation, claims, judgments or settlements, (iii) the conditions with respect effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) any unusual or infrequently occurring items (A) as described in Accounting Standard Codification Section 225-20, (B) as described in management’s discussion and analysis of financial condition and results of operations appearing in the Trust’s Annual Report to shareholders for the applicable year, or (C) publicly announced by the Trust in a press release or conference call relating to the Performance Units shall Trust’s results of operations or financial condition for a completed quarterly or annual fiscal period. Notwithstanding this Section 2(b)(i), the Board may determine that the performance goals may also be deemed to have been met adjusted for any other extraordinary, infrequent or non‐recurring items not contemplated in the number of Performance Units original target setting process, as determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, Board in the event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Companyits sole discretion.

Lapse of Restrictions. (ia) The restrictions described in Section 2(e)(ii) All Restrictions on transfer or sale shall lapse with respect as to the RSUs in four equal installments of 25 percent each 7,500 shares on each anniversary of this Agreement until all restrictions have lapsed. In the event of the first, second, third and fourth anniversaries termination of the date employment of this Award Agreement, such that the Restricted Stockholder before the restrictions set forth in Section 2(e)(ii) shall have lapsed with respect to 100 percent all of the RSUs on shares of Restricted Stock, the fourth anniversary remaining restrictions shall lapse in accordance with the following provisions: (i) In the event of a termination by the date Company for Cause or a termination by the Executive other than for Good Reason, the provisions of this Award AgreementSection 3.1 shall apply immediately upon such termination. (ii) The restrictions described in Section 2(e)(ii) shall lapse with respect to the Performance Units on the third anniversary of the date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event of a termination for Performance Failure, the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all death of the Performance Units will be forfeited to Executive or as a result of a disability event as defined below, any shares of Restricted Stock whose restrictions would have lapsed during the Company. In 12-month period following the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions termination shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed lapsed as of the Measurement Datedate of termination. Any shares which are subject to restrictions which lapse after said 12-month period shall be subject to the provisions of Section 3.1 immediately upon the termination. (iii) In the event the Committee certifies that of a termination by the Company has achieved a Total Shareholder Return that is between other than for Cause or Performance Failure, or if the Executive shall terminate his employment for Good Reason, any and all restrictions applicable to shares of the Restricted Stock shall lapse immediately upon such termination. (b) Upon the lapse of the Restrictions, the Company shall cause new certificates to be issued with respect to such shares and delivered to Restricted Stockholder or his legal representative, free from the legend provided for in Section 3.2 of this Agreement and any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extentother Restrictions. Notwithstanding the foregoing foregoing, no such new certificate shall be delivered to Restricted Stockholder or any his legal representative unless and until Restricted Stockholder or his legal representative shall have paid to the Company in cash the full amount of all federal and state withholding or other provision employment taxes applicable to the taxable income of the Restricted Stockholder resulting from the grant of Restricted Stock or the lapse of the Restrictions, or the Restricted Stockholder or his legal representative otherwise satisfy such tax obligations by having the Company withhold shares of Common Stock, as provided in Section 4.9 of this Award Agreement to the contrary, in the Agreement. (c) A disability event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed defined as the Executive’s inability to have been satisfied and perform the restrictions on services required under the Understanding as a number result of Performance Units equal to Executive’s physical or mental disability for an aggregate of 180 days out of any 365 day period. The Company may terminate the Above Target Total Shareholder Return Goal shall be removed as Executive’s employment upon the occurrence of the Measurement Date and the remainder of the Performance Units will be forfeited to the Companya disability event.

Lapse of Restrictions. (a) The Restrictions on the respective Restricted Shares shall lapse upon the satisfaction of the requirements described in Subsections (i) The restrictions described in Section 2(e)(iiand (ii) shall lapse with respect to below: (i) for *** (**) consecutive trading days after the RSUs in four equal installments Start Date, the Fair Market Value of 25 percent each on each a share of the firstCommon Stock being equal to or greater than *-*, second, third and fourth anniversaries * percent (***%) of the date Fair Market Value of this Award Agreementa share of Common Stock as of July 18, such that 2006 (the restrictions set forth in Section 2(e)(ii) shall have lapsed with respect to 100 percent of the RSUs on the fourth anniversary of the date of this Award Agreement.“Share Price Requirement”); and (ii) The restrictions described for the applicable number of Restricted Shares per the schedule immediately below, the later of: (A) the corresponding date as listed on the schedule below, or (B) the satisfaction of the Share Price Requirement; provided, however, that such corresponding date or Share Price Requirement occurs prior to a Termination of Employment, but subject to Section 6(c) below: Date # of Shares for which Restrictions lapse and which become non-forfeitable _______________________ * Confidential information omitted and filed separately with the Securities and Exchange Commission under a Confidential Treatment Request. Return to 10-Q (b) Upon the lapse of the Restrictions in Section 2(e)(ii) shall lapse accordance with respect this Section, the Company shall, as soon as practicable thereafter, deliver to the Performance Units on the third anniversary of the date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue Executive a certificate (without any restrictive endorsement referring to such Restrictions) for the Shares relating that are no longer subject to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). such Restrictions. (c) In the event the Committee certifies that Executive’s employment is terminated other than for Cause (as defined in the Threshold Total Shareholder Return Goal has not been met, then all Employment Agreement) or if the Executive resigns for Good Reason (as defined in the Employment Agreement) for purposes of determining any lapse of the Performance Units will Restrictions in (a) above and the forfeiture of Shares, if any, under Section 5 and Section 6, the Executive’s employment shall be forfeited considered to have continued through the Company. last day of the calendar quarter in which his Termination of Employment occurs. (d) In the event of a Change in Control during the Committee certifies Employment Term, the Restrictions shall immediately lapse on fifty percent (50%) of the Shares then-subject to Restrictions. The Shares that are subject to the lapse of Restrictions pursuant to this Section 6(d) shall be taken pro-rata from each tranche of the then-Restricted Shares, and the remaining portion of each tranche shall be subject to the lapse of Restrictions according to Section 6(a) above, subject to potential accelerated lapsing of Restrictions pursuant to Section 6(e) below. (e) If, during the 2-year period following a Change in Control during the Employment Term: (i) the Executive is terminated by the Company has achieved other than for Cause, death or Disability, or (ii) the Maximum Total Shareholder Return GoalExecutive voluntarily resigns for Good Reason, the conditions Restrictions on all then-Restricted Shares shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed fully lapse, as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any Termination of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the CompanyEmployment.

Lapse of Restrictions. (i) The RSUs subject to this RSU Award shall vest and restrictions described in Section 2(e)(ii) thereon shall lapse at a rate of one third of such number per year commencing with respect to the RSUs in four equal installments of 25 percent each [FIRST VESTING DATE] and annually thereafter on each [SECOND VESTING DATE] and [THIRD VESTING DATE], provided that Grantee’s employment has not terminated on or before such date unless one of the firstexceptions set forth below in this Section 4 is met. The Company will issue you the Shares subject to this RSU Award (as well as any cash payments related to dividends or distributions related to such Shares) as soon as reasonably possible after each date on which the applicable restrictions lapse or any other date upon which this RSU Award vests as set forth below in this Section 4. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, secondRetirement, third Disability or a Qualifying Termination, each as defined below and fourth anniversaries determined by the Committee in accordance with the Plan, then as of the date of such termination any RSUs which have yet to vest shall be forfeited by you in exchange for no additional consideration or payment. If prior to the RSUs becoming vested in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this RSU Award Agreementwhich has yet to become vested shall become immediately vested. If prior to the RSUs becoming vested in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such that an agreement is prohibited by governing law as determined by the restrictions Company), then any portion of this RSU Award which has yet to become vested shall continue to vest pursuant to the vesting schedule set forth in Section 2(e)(ii) shall have lapsed with respect to 100 percent the preceding paragraph. Notwithstanding the foregoing and regardless of the reason for termination, under all circumstances other than your Qualifying Termination, any RSUs on held less than one year from [DATE] shall be forfeited in exchange for no additional consideration or payment[; provided, however, in the fourth anniversary event of your Retirement, this one-year holding requirement may be waived by the date Committee, in its sole and absolute discretion, and any portion of this RSU Award Agreement. (ii) The restrictions described in Section 2(e)(ii) which has yet to become vested shall lapse with respect continue to the Performance Units on the third anniversary of the date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals vest as set forth in Section 2(f)(viii)the preceding paragraph]1. In Nothing in the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all Plan or this Agreement confers any right of the Performance Units will be forfeited to the Company. In the event the Committee certifies that continuing employment with the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extentor its subsidiaries. Notwithstanding the foregoing or foregoing, if in the event of a Change of Control the successor to the Company does not assume this RSU Award, then any other provision portion of this RSU Award Agreement which has yet to become vested and which has not otherwise been forfeited pursuant to 1 May be added for some officers. - 1 - the provisions of this Section 4 shall become immediately vested. Notwithstanding anything to the contrarycontrary herein, in the event that your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zerounvested RSUs in exchange for no additional consideration or payment, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Companyunless otherwise prohibited by law.

Lapse of Restrictions. (ia) The restrictions described In the event that the Fair Market Value (as defined in Section 2(e)(iithe Employment Agreement) of the Company’s Common Stock on and after August 14, 2006 reaches the following prices each for *** consecutive trading days, the Restrictions on the respective Restricted Shares shall lapse with respect to the RSUs in four equal installments as follows: # of 25 percent each on each of the firstShares for which Restrictions lapse and which become non-forfeitable ** consecutive day Fair Market Value 22,500 At or above $**.** 22,500 At or above $**.** 22,500 At or above $**.** 22,500 At or above $**.** provided, secondhowever, third and fourth anniversaries of the date of this Award Agreement, such that the restrictions set forth **-consecutive trading day period occurs prior to a Termination of Employment (as defined in the Employment Agreement), subject to Section 2(e)(ii6(c) shall have lapsed with respect to 100 percent of the RSUs on the fourth anniversary of the date of this Award Agreementbelow. (iib) The restrictions described Upon the lapse of the Restrictions in Section 2(e)(ii) shall lapse accordance with respect this Section, the Company shall, as soon as practicable thereafter, deliver to the Performance Units on the third anniversary of the date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue Executive a certificate (without any restrictive endorsement referring to such Restrictions) for the Shares relating that are no longer subject to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). such Restrictions. (c) In the event the Committee certifies that Executive’s employment is terminated other than for Cause (as defined in the Threshold Total Shareholder Return Goal has not been met, then all Employment Agreement) or if the Executive resigns for Good Reason (as defined in the Employment Agreement) for purposes of determining any lapse of the Performance Units will Restrictions in (a) above and the forfeiture of Shares, if any, under Section 5 and Section 6, the Executive’s employment shall be forfeited considered to have continued through the Company. last day of the calendar quarter in which his Termination of Employment occurs. (d) In the event of a Change in Control during the Committee certifies that the Company has achieved the Maximum Total Shareholder Return GoalEmployment Term, the conditions Restrictions shall immediately lapse on fifty percent (50%) of the Shares then-subject to Restrictions. The Shares that are subject to the lapse of Restrictions pursuant to this Section 6(d) shall be deemed to have been satisfied taken pro-rata from each tranche of the then-Restricted Shares, and the restrictions on a number remaining portion of Performance Units equal to all of the Performance Units multiplied by two each tranche shall be removed as subject to the lapse of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth Restrictions according to Section 6(a) above, then the conditions with respect subject to the Performance Units shall be deemed potential accelerated lapsing of Restrictions pursuant to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the CompanySection 6(e) below.

Lapse of Restrictions. (ia) The restrictions described in Section 2(e)(ii) shall lapse with respect to the RSUs in four equal installments of 25 percent each on each of the first, second, third and fourth anniversaries of the date of this Award Agreement, such that the All restrictions set forth in Section 2(e)(ii) shall have lapsed 3 below will lapse in their entirety with respect to 100 twenty percent (20%) of the RSUs Restricted Shares on each of the fourth anniversary 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 Award AgreementAgreement will lapse in their entirety with respect to all of the Restricted Shares and all such Shares shall be vested. (iid) The restrictions described vesting of Restricted Shares under this Agreement will result in Section 2(e)(iithe Participant’s recognition of income for federal and state tax purposes (and/or foreign tax purposes, if applicable) and shall lapse be subject to all applicable tax and tax withholding requirements. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including Participant’s FICA or employment tax obligations) required by law to be withheld with respect to the Performance Units vesting of the Restricted Shares. The Company may, in its sole discretion and in satisfaction of the foregoing requirement, withhold, or allow the Participant to elect to have the Company withhold, Shares otherwise issuable upon the vesting of any of the Restricted Shares (or allow the surrender of Shares). The number of Shares so withheld or surrendered shall be limited to the number of Shares that have a Fair Market Value on the third anniversary of 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 Award Agreement (paragraph, such withheld or surrendered Shares shall be valued at the "Measurement Date"), but only if and to closing price of the extent Company’s Common Stock in the Committee certifies in writing that New York Stock Exchange on the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before most recent trading day preceding the date of determination on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all sales of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreement to the contrary, in the event that the Committee certifies that the Company has achieved a Total Shareholder Return which is above the ____ percentile of the Peer Group but the Total Shareholder Return of the Company is less than zero, then the conditions with respect to the Performance Units shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to the Above Target Total Shareholder Return Goal shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the CompanyShares occurred.