Common use of Service Vesting Clause in Contracts

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary of the Award Date (the “Service Vesting Date”), Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below), vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Date, then Participant shall not vest in any of the Performance-Qualified Shares and all of Participant's right, title and interest to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the completion of the three (3)-year anniversary of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then Participant shall not vest in any of the Performance-Qualified Shares and all of Participant's right, title and interest to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all one third of the Performance-Qualified Performance Shares. The If the Performance Period is coincident with the calendar year, then the Shares underlying those particular Performance-Qualified Performance Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those particular Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the third (3rd) calendar month following such completion date. The Participant shall vest in the balance of the Performance Shares in two (2) successive equal annual installments upon his or her completion of each year of Service Vesting Dateover the two-year period measured from the first anniversary of the start date of the Performance Period. The Shares in which Participant vests on each such Service vesting date shall be issued on that date or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such Service vesting date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Performance Shares determined by multiplying (x) the maximum number of Performance-Qualified Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The If the Performance Period is coincident with the calendar year, then the Shares underlying the Performance-Qualified Performance Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those vested Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the Service Vesting Datethird (3rd) calendar month following such completion date. (iii) If Participant ceases Service on or after the completion of the Performance Period by reason of Early Retirement or Normal Retirement but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall vest in a portion of those unvested Performance Shares determined by multiplying (x) the number of Performance Shares in which Participant would have vested at the end of the one-year Service vesting period in which such cessation of Service occurs had Participant continued in Service throughout that one-year period by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant during that particular one-year Service vesting period (rounded to the closest whole month), and the denominator of which is twelve (12) months. The Shares underlying the Performance Shares in which Participant vests pursuant to this subparagraph (iii) shall be issued on the date of Participant’s Separation of Service due to his or her Early Retirement or Normal Retirement or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (iv) If Participant ceases Service on or after the completion of the Performance Period by reason of death or Permanent Disability but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall immediately vest in all those unvested Performance Shares, and the Shares underlying those Performance Shares shall be issued on the date of Participant’s Separation of Service due to his or her death or Permanent Disability or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (v) If Participant's Service ceases for any other reason reason, whether before or after the completion of the Performance Period but prior to the completion of the Service Vesting Datevesting provisions of this Agreement, then Participant shall not vest in cease to have any of the Performance-Qualified Shares and all of Participant's right, title and interest further right or entitlement to the unvested Shares at the time subject to this Award and shall ceasenot vest in those unvested Shares. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which the Participant can vest hereunder. The actual number of Shares in which the Participant shall vest shall be determined as follows: (i) i. If the Participant continues in Service from the Date of Grant through the three (3)-year anniversary of the Award Date (the “Service Vesting Date”), the Participant shall vest in all of the Performance-Qualified Shares; ii. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases to be in Service prior to the Service Vesting Date but after [•] by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then the Participant shall, upon such cessation of Service, vest in a number of Shares determined by multiplying (x) the determination applicable number of Performance-Qualified Shares, (determined in accordance with the last paragraph of Section 2 above) , by (y) a fraction, the numerator of which is the number of days of actual Service completed by the Plan Administrator Participant during Performance Period, and the denominator of which is one thousand ninety-five (1,095); iii. If the Participant’s Service terminates during the Performance Period due to the Participant’s Retirement, then the Participant shall vest in the maximum number of Performance-Qualified Shares in which the Participant would have vested if the Participant had continued in Service through the Vesting Date; iv. If upon or within two (2) years following a Change in Control that occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), other than for Cause, then the Performance-Qualified Shares (as determined pursuant to Section 4) to the extent outstanding shall become one hundred percent (100%) vested as of the date of such cessation of Service; v. If the Participant ceases to be in Service prior to the Vesting Date but after [•]as a result of termination of the Participant’s employment by the Company without Cause (other than a termination described in further detail in (x) belowSection 3(b)(iv)), then the Participant shall vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which the Participant would have vested, based on vested had the actual level of Performance Goal attainment for Participant continued in Service through the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above Vesting Date by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant days in such the Performance Period (rounded up to the closest whole month)date of such termination, and the denominator of which is thirtyone thousand ninety-six five (361,095). Notwithstanding any other provision of this Award Agreement, any vesting of Shares pursuant to this Section 3(b)(v) months. The Shares underlying is conditioned upon the Performance-Qualified Shares Participant’s execution during the applicable release review period, and non- revocation, of a written release (in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (such form reasonably prescribed by the Company or in substantially the event form attached to an employment agreement entered into by and between the Participant and the Company or any of its affiliates) of any and all claims against the death of Participant, then to Participant’s heirs or beneficiaries) during Company and all related parties; and vi. If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then the Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of the Participant's ’s right, title and interest in and to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsimmediately terminate.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which the Participant can vest hereunder. The actual number of Shares in which the Participant shall vest shall be determined as follows: (i) i. If the Participant continues in Service from the Date of Grant through the three (3)-year anniversary of the Award Date (the “Service Vesting Date”), the Participant shall vest in all of the Performance-Qualified Shares; ii. The If the Participant ceases to be in Service prior to the Vesting Date but after _______, ____by reason of death or Disability, then the Participant shall, upon such cessation of Service, vest in a number of Shares underlying those particular determined by multiplying (x) the applicable number of Performance-Qualified Shares shall generally be issued to (determined in accordance with Section 2), by (y) a fraction, the numerator of which is the number of days of actual Service completed by the Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, and the denominator of which is 1,095; iii. If the Participant’s Service terminates during the Performance Period due to the Participant’s Voluntary Retirement, then the Shares Participant shall be issued as soon as administratively practicable after the Service Vesting Date, but vest in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator of the maximum number of Performance-Qualified Shares in which the Participant would have vested if the Participant had continued in Service through the Vesting Date; iv. If within two (2) years following a Change in Control that occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), whether or not for Cause, then the Performance-Qualified Shares (as determined pursuant to Section 4) to the extent outstanding shall become 100% vested as of the date of such cessation of Service; v. If the Participant ceases to be in Service prior to the Vesting Date but after _______, ____as a result of termination of the Participant’s employment by the Company without Cause (other than a termination described in further detail in (x) belowSection 3(b)(iv)), then the Participant shall vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which the Participant would have vested, based on vested had the actual level of Performance Goal attainment for Participant continued in Service through the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above Vesting Date by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant days in such the Performance Period (rounded up to the closest whole month)date of such termination, and the denominator of which is thirty1,095. Notwithstanding any other provision of this Award Agreement, any vesting of Shares pursuant to this Section 3(b)(v) is conditioned upon the Participant’s execution during the applicable release review period, and non-six revocation, of a written release (36) months. The Shares underlying in such form reasonably prescribed by the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (Company or in substantially the event form attached to an employment agreement entered into by and between the Participant and the Company or any of its affiliates) of any and all claims against the death of Participant, then to Participant’s heirs or beneficiaries) during Company and all related parties; and vi. If the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then the Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of the Participant's ’s right, title and interest in and to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsimmediately terminate.

Service Vesting. The Performance-Qualified Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all one third of the Performance-Qualified Performance Shares. The If the Performance Period is coincident with the calendar year, then the Shares underlying those particular Performance-Qualified Performance Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those particular Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the third (3rd) calendar month following such completion date. The Participant shall vest in the balance of the Performance Shares in two (2) successive equal annual installments upon his or her completion of each year of Service Vesting Dateover the two-year period measured from the first anniversary of the start date of the Performance Period. The Shares in which Participant vests on each such Service-vesting date shall be issued on that date or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such Service-vesting date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Performance Shares determined by multiplying (x) the maximum number of Performance-Qualified Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The If the Performance Period is coincident with the calendar year, then the Shares underlying the Performance-Qualified Performance Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those vested Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the Service Vesting Datethird (3rd) calendar month following such completion date. (iii) If Participant ceases Service on or after the completion of the Performance Period by reason of Early Retirement or Normal Retirement but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall vest in a portion of those unvested Performance Shares determined by multiplying (x) the number of Performance Shares in which Participant would have vested at the end of the one-year Service-vesting period in which such cessation of Service occurs had Participant continued in Service throughout that one-year period by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant during that particular one-year Service-vesting period (rounded to the closest whole month), and the denominator of which is twelve (12) months. The Shares underlying the Performance Shares in which Participant vests pursuant to this subparagraph (iii) shall be issued on the date of Participant’s Separation of Service due to his or her Early Retirement or Normal Retirement or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (iv) If Participant ceases Service on or after the completion of the Performance Period by reason of death or Permanent Disability but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall immediately vest in all those unvested Performance Shares, and the Shares underlying those Performance Shares shall be issued on the date of Participant’s Separation of Service due to his or her death or Permanent Disability or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (v) If Participant’s Service ceases for any other reason reason, whether before or after the completion of the Performance Period but prior to the Service Vesting Datecompletion of the Service-vesting provisions of this Agreement, then Participant shall not vest in cease to have any of the Performance-Qualified Shares and all of Participant's right, title and interest further right or entitlement to the unvested Shares at the time subject to this Award and shall ceasenot vest in those unvested Shares. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all one third of the Performance-Qualified Performance Shares. The If the Performance Period is coincident with the calendar year, then the Shares underlying those particular Performance-Qualified Performance Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those particular Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the third (3rd) calendar month following such completion date. The Participant shall vest in the balance of the Performance Shares in two (2) successive equal annual installments upon his or her completion of each year of Service Vesting Dateover the two-year period measured from the first anniversary of the start date of the Performance Period. The Shares in which Participant vests on each such Service vesting date shall be issued on that date or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such Service vesting date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Performance Shares determined by multiplying (x) the maximum number of Performance-Qualified Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The If the Performance Period is coincident with the calendar year, then the Shares underlying the Performance-Qualified Performance Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those vested Performance Shares shall be issued within sixty (60) days following the completion date of that Performance Period or as soon as administratively practicable after the Service Vesting Datethereafter, but in no event later than sixty the fifteenth (6015th) days after day of the Service Vesting Datethird (3rd) calendar month following such completion date. (iii) If Participant ceases Service on or after the completion of the Performance Period by reason of Early Retirement or Normal Retirement but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall vest in a portion of those unvested Performance Shares determined by multiplying (x) the number of Performance Shares in which Participant would have vested at the end of the one-year Service vesting period in which such cessation of Service occurs had Participant continued in Service throughout that one-year period by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant during that particular one-year Service vesting period (rounded to the closest whole month), and the denominator of which is twelve (12) months. The Shares underlying the Performance Shares in which Participant vests pursuant to this subparagraph (iii) shall be issued on the date of Participant’s Separation of Service due to his or her Early Retirement or Normal Retirement or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (iv) If Participant ceases Service on or after the completion of the Performance Period by reason of death or Permanent Disability but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall immediately vest in all those unvested Performance Shares, and the Shares underlying those Performance Shares shall be issued on the date of Participant’s Separation of Service due to his or her death or Permanent Disability or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (v) If Participant’s Service ceases for any other reason reason, whether before or after the completion of the Performance Period but prior to the completion of the Service Vesting Datevesting provisions of this Agreement, then Participant shall not vest in cease to have any of the Performance-Qualified Shares and all of Participant's right, title and interest further right or entitlement to the unvested Shares at the time subject to this Award and shall ceasenot vest in those unvested Shares. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Performance Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all one third of the Performance-Qualified Performance Shares. The If the Performance Period is coincident with the calendar year, then the Shares underlying those particular Performance-Qualified Performance Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those particular Performance Shares shall be issued as soon as administratively practicable after following the Service Vesting Datecompletion date of that Performance Period, but in no event later than sixty the fifteenth (6015th) days after day of the third (3rd) calendar month following such completion date. The Participant shall vest in the balance of the Performance Shares in two (2) successive equal annual installments upon his or her completion of each year of Service Vesting Dateover the two-year period measured from the first anniversary of the start date of the Performance Period. The Shares in which Participant vests on each such Service vesting date shall be issued on that date or as soon as administratively practicable thereafter, but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following such Service vesting date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Performance Shares determined by multiplying (x) the maximum number of Performance-Qualified Performance Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The If the Performance Period is coincident with the calendar year, then the Shares underlying the Performance-Qualified Performance Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the succeeding calendar year and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of . If the Performance PeriodPeriod is not coincident with the calendar year, then the Shares underlying those vested Performance Shares shall be issued as soon as administratively practicable after following the Service Vesting Datecompletion date of that Performance Period, but in no event later than sixty the fifteenth (6015th) days after day of the Service Vesting Datethird (3rd) calendar month following such completion date. (iii) If Participant ceases Service on or after the completion of the Performance Period by reason of Early Retirement or Normal Retirement but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall vest in a portion of those unvested Performance Shares determined by multiplying (x) the number of Performance Shares in which Participant would have vested at the end of the one-year Service vesting period in which such cessation of Service occurs had Participant continued in Service throughout that one-year period by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant during that particular one-year Service vesting period (rounded to the closest whole month), and the denominator of which is twelve (12) months. The Shares underlying the Performance Shares in which Participant vests pursuant to this subparagraph (iii) shall be issued on the date of Participant’s Separation of Service due to his or her Early Retirement or Normal Retirement or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (iv) If Participant ceases Service on or after the completion of the Performance Period by reason of death or Permanent Disability but prior to vesting in all the Performance Shares that become subject to this Award on the basis of actual Performance Goal attainment for the completed Performance Period, then Participant shall immediately vest in all those unvested Performance Shares, and the Shares underlying those Performance Shares shall be issued on the date of Participant’s Separation of Service due to his or her death or Permanent Disability or as soon as administratively practicable thereafter but in no event later than the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service. (v) If Participant’s Service ceases for any other reason reason, whether before or after the completion of the Performance Period but prior to the completion of the Service Vesting Datevesting provisions of this Agreement, then Participant shall not vest in cease to have any of the Performance-Qualified Shares and all of Participant's right, title and interest further right or entitlement to the unvested Shares at the time subject to this Award and shall ceasenot vest in those unvested Shares. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which the Participant can vest hereunder. The actual number of Shares in which the Participant shall vest shall be determined as follows: (i) If the Participant continues in Service from the Date of Grant through the three (3)-year anniversary of the Award Date (the “Service Vesting Date”), the Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date.; (ii) If the Participant ceases to be in Service prior to the Service Vesting Date but after _________, ____ by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then the Participant shall, upon such cessation of Service, vest in a number of Shares determined by multiplying (x) the determination applicable number of Performance-Qualified Shares (determined in accordance with Section 2), by (y) a fraction, the numerator of which is the number of days of actual Service completed by the Plan Administrator Participant during Performance Period, and the denominator of which is 1,095; (iii) If the Participant’s Service terminates during the Performance Period due to the Participant’s Voluntary Retirement, then the Participant shall vest in the maximum number of Performance-Qualified Shares in which the Participant would have vested if the Participant had continued in Service through the Vesting Date; (iv) If within two (2) years following a Change in Control that occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), whether or not for Cause, then the Performance-Qualified Shares (as determined pursuant to Section 4) to the extent outstanding shall become 100% vested as of the date of such cessation of Service; (v) If the Participant ceases to be in Service prior to the Vesting Date but after _________,____ as a result of termination of the Participant’s employment by the Company without Cause (other than a termination described in further detail in (x) belowSection 3(b)(iv)), then the Participant shall vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which the Participant would have vested, based on vested had the actual level of Performance Goal attainment for Participant continued in Service through the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above Vesting Date by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant days in such the Performance Period (rounded up to the closest whole month)date of such termination, and the denominator of which is thirty1,095. Notwithstanding any other provision of this Award Agreement, any vesting of Shares pursuant to this Section 3(b)(v) is conditioned upon the Participant’s execution during the applicable release review period, and non-six revocation, of a written release (36) months. The Shares underlying in such form reasonably prescribed by the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (Company or in substantially the event form attached to an employment agreement entered into by and between the Participant and the Company or any of its affiliates) of any and all claims against the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date Company and ending on March 15th of that yearall related parties; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date.and (iiivi) If the Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then the Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of the Participant's ’s right, title and interest in and to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirementsimmediately terminate.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the three (3)-year anniversary completion of the Award Date _______ (the “Service Vesting Date”__)-year Performance Period, Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to during the Service Vesting Date Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of attainment of each of the Performance Goal attainment Goals for the Performance Period, had Participant completed the three _____ (3)-year __)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six _________ (36__) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then Participant shall not vest in any of the Performance-Qualified Shares Shares, and all of Participant's ’s right, title and interest in and to the Shares subject to this Award shall ceaseimmediately terminate. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of attainment of the Performance Goal attainment Goals and service vesting requirements.

Service Vesting. The Performance-Qualified Shares so determined represent the maximum number of Shares in which Participant can vest hereunder. The actual number of Shares in which Participant shall vest shall be determined as follows: (i) If Participant continues in Service through the completion of the three (3)-year anniversary of the Award Date (the “Service Vesting Date”)Performance Period, Participant shall vest in all of the Performance-Qualified Shares. The Shares underlying those particular Performance-Qualified Shares shall generally be issued to Participant during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (ii) If Participant ceases Service prior to the Service Vesting Date completion of the Performance Period by reason of Early Retirement, Normal Retirement, death or Permanent Disability, then Participant shall, upon the determination by the Plan Administrator completion of the maximum number of Performance-Qualified Shares (as described in further detail in (x) below)such Performance Period, vest in a portion of the Performance-Qualified Shares determined by multiplying (x) the maximum number of Performance-Qualified Shares in which Participant would have vested, based on the actual level of Performance Goal attainment for the Performance Period, had Participant completed the three (3)-year Service vesting requirement set forth in subparagraph (i) above by (y) a fraction, the numerator of which is the number of months of actual Service completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is thirty-six (36) months. The Shares underlying the Performance-Qualified Shares in which Participant vests in accordance with this subparagraph (ii) shall generally be issued to Participant (or in the event of the death of Participant, then to Participant’s heirs or beneficiaries) during the period beginning with the Service Vesting Date first business day of the first calendar year following the completion of the Performance Period and ending on March 15th of that year; provided that, if the Service Vesting Date is after the end of the Performance Period, then the Shares shall be issued as soon as administratively practicable after the Service Vesting Date, but in no event later than sixty (60) days after the Service Vesting Date. (iii) If Participant’s Service ceases for any other reason prior to the Service Vesting Datecompletion of the Performance Period, then Participant shall not vest in any of the Performance-Qualified Shares and all of Participant's ’s right, title and interest to the Shares subject to this Award shall cease. Schedule I attached to this Agreement sets forth examples illustrating the calculation of the number of Shares in which the Participant may vest based upon hypothetical levels of Performance Goal attainment and service vesting requirements.