Common use of Time for Exercise Clause in Contracts

Time for Exercise. (a) Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award shall become vested and exercisable on the fourth anniversary of the Grant Date (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 100% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (ii) in the event that Participant’s employment with the Company and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for “Good Reason” (each as defined below), or in the event of Participant’s death or “Disability” (as defined below) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (c) Participant acknowledges and agrees that he is subject to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Time for Exercise. (a) Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the The Award shall will become vested and exercisable in quarterly 5% increments beginning on the fourth last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth anniversary of the Grant Date (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”)Date. (b) Notwithstanding anything herein or in the Plan to the contrary, (i) , upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 10050% of the then unvested portion aggregate number of the Common Shares subject to Award (as set forth in Paragraph 1(a) above) shall become be vested and exercisable as of the date of the Change of Control; and (iic) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and/or and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Company without “Cause” or by Participant for “Good Reason” Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (each as defined below), or ii) in the event of Participant’s death or “Disability” disability (as such term is defined belowin Section 22(e) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”Code), the Award shall become immediately and fully vested and exercisable. (cd) Participant acknowledges and agrees that he is In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 304 13 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Plan.

Time for Exercise. (a) Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award shall become vested and exercisable on the fourth anniversary of the Grant Date (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 80.43 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 100% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (ii) in the event that Participant’s employment with the Company and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for “Good Reason” (each as defined below), or in the event of Participant’s death or “Disability” (as defined below) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 60.82 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (c) Participant acknowledges and agrees that he is subject to Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Time for Exercise. (a) Subject to Section 2(c) The Award will become vested and Participant’s continued employment exercisable in accordance with the Company and/or its Subsidiaries following schedule: (or as otherwise provided in Section 2(b)), i) 20% of the Award shall Stock Appreciation Rights will become vested and exercisable on the fourth first anniversary of the Grant Date, (ii) 20% of the Stock Appreciation Rights will become vested and exercisable on the second anniversary of the Grant Date and (iii) the period between remaining 60% of the Grant Date Stock Appreciation Rights subject to the Award will become vested and exercisable on the fourth third anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”)Date. (b) Notwithstanding anything herein or in the Plan to the contrary, (i) , upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 10050% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (iic) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and/or and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Company without “Cause” or by Participant for “Good Reason” Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (each as defined below), or ii) in the event of Participant’s death or “Disability” disability (as such term is defined belowin Section 22(e) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”Code), the Award shall become immediately and fully vested and exercisable. (cd) Participant acknowledges and agrees that he is In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 304 13 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Plan.

Time for Exercise. (a) Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the The Award shall will become vested and exercisable in quarterly 5% increments beginning on the fourth last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth anniversary of the Grant Date (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”)Date. (b) Notwithstanding anything herein or in the Plan to the contrary, (i) , upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 10050% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (iic) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and/or and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) except as set forth in Paragraph 2(c)(i), in the event that (A) Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation for any reason or a termination by the Company without “Cause” or by Participant for “Good Reason” Cause (each as defined below)) and (B) at the time of such termination of employment, or M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is no longer serving as the Chief Executive Officer of the Company, the vesting of the Award shall be accelerated such that 50% of the then unvested portion of the Award shall become vested and exercisable as of immediately prior to such termination of employment; and (iii) in the event of Participant’s death or “Disability” disability (as such term is defined belowin Section 22(e) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”Code), the Award shall become immediately and fully vested and exercisable. (cd) Participant acknowledges and agrees that he is In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 304 13 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Plan.

Time for Exercise. (a) Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award shall become vested and exercisable on the fourth anniversary of the Grant Date (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 80.43 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 100% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (ii) in the event that Participant’s employment with the Company and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for “Good Reason” (each as defined below), or in the event of Participant’s death or “Disability” (as defined below) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 60.82 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (c) Participant acknowledges and agrees that he is subject to Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Time for Exercise. (a) Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award shall become vested and exercisable on the fourth anniversary of the Grant Date (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 100% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (ii) in the event that Participant’s employment with the Company and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for “Good Reason” (each as defined below), or in the event of Participant’s death or “Disability” (as defined below) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (c) Participant acknowledges and agrees that he is subject to Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Time for Exercise. (a) Subject to Section 2(c) The Award will become vested and Participant’s continued employment exercisable in accordance with the Company and/or its Subsidiaries following schedule: (or as otherwise provided in Section 2(b)), i) 20% of the Award shall Stock Appreciation Rights will become vested and exercisable on the fourth first anniversary of the Grant Date, (ii) 20% of the Stock Appreciation Rights will become vested and exercisable on the second anniversary of the Grant Date and (iii) the period between remaining 60% of the Grant Date Stock Appreciation Rights subject to the Award will become vested and exercisable on the fourth third anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”)Date. (b) Notwithstanding anything herein or in the Plan to the contrary, (i) , upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 10050% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (iic) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and/or and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) except as set forth in Paragraph 2(c)(i), in the event that (A) Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation for any reason or a termination by the Company without “Cause” or by Participant for “Good Reason” Cause (each as defined below)) and (B) at the time of such termination of employment, or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is no longer serving as the Chief Executive Officer of the Company, the vesting of the Award shall be accelerated such that 50% of the then unvested portion of the Award shall become vested and exercisable as of immediately prior to such termination of employment; and (iii) in the event of Participant’s death or “Disability” disability (as such term is defined belowin Section 22(e) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”Code), the Award shall become immediately and fully vested and exercisable. (cd) Participant acknowledges and agrees that he is In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 304 13 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Plan.

Time for Exercise. (a) Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award shall become vested and exercisable on the fourth anniversary of the Grant Date (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 100% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (ii) in the event that Participant’s employment with the Company and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for “Good Reason” (each as defined below), or in the event of Participant’s death or “Disability” disability (as such term is defined belowin Section 22(e) of the Code) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (c) Participant acknowledges and agrees that he is shall be deemed to be subject to Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.

Time for Exercise. (a) Subject to Section 2(c) The Award will become vested and Participant’s continued employment exercisable in accordance with the Company and/or its Subsidiaries following schedule: (or as otherwise provided in Section 2(b)), i) 20% of the Award shall Stock Appreciation Rights will become vested and exercisable on the fourth first anniversary of the Grant Date, (ii) 20% of the Stock Appreciation Rights will become vested and exercisable on the second anniversary of the Grant Date and (iii) the period between remaining 60% of the Grant Date Stock Appreciation Rights subject to the Award will become vested and exercisable on the fourth third anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”)Date. (b) Notwithstanding anything herein or in the Plan to the contrary, (i) , upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 10050% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (iic) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and/or and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) except as set forth in Paragraph 2(c)(i), in the event that (A) Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation for any reason or a termination by the Company without “Cause” or by Participant for “Good Reason” Cause (each as defined below)) and (B) at the time of such termination of employment, or M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is no longer serving as the Chief Executive Officer of the Company, the vesting of the Award shall be accelerated such that 50% of the then unvested portion of the Award shall become vested and exercisable as of immediately prior to such termination of employment; and (iii) in the event of Participant’s death or “Disability” disability (as such term is defined belowin Section 22(e) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”Code), the Award shall become immediately and fully vested and exercisable. (cd) Participant acknowledges and agrees that he is In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 304 13 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Plan.

Time for Exercise. (a) Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the The Award shall will become vested and exercisable in quarterly 5% increments beginning on the fourth last day of the calendar quarter during which the Grant Date occurs and on the last day of each subsequent calendar quarter until the Award becomes fully exercisable on the last day of the calendar quarter immediately preceding the fifth anniversary of the Grant Date (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”)Date. (b) Notwithstanding anything herein or in the Plan to the contrary, (i) , upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 10050% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (iic) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and/or and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (ii) except as set forth in Paragraph 2(c)(i), in the event that (A) Participant’s employment with the Company and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation for any reason or a termination by the Company without “Cause” or by Participant for “Good Reason” Cause (each as defined below)) and (B) at the time of such termination of employment, or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is no longer serving as the Chief Executive Officer of the Company, the vesting of the Award shall be accelerated such that 50% of the then unvested portion of the Award shall become vested and exercisable as of immediately prior to such termination of employment; and (iii) in the event of Participant’s death or “Disability” disability (as such term is defined belowin Section 22(e) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”Code), the Award shall become immediately and fully vested and exercisable. (cd) Participant acknowledges and agrees that he is In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 304 13 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Plan.

Time for Exercise. (a) Subject to Section 2(c) The Award will become vested and Participant’s continued employment exercisable in accordance with the Company and/or its Subsidiaries following schedule: (or as otherwise provided in Section 2(b)), i) 20% of the Award shall Stock Appreciation Rights will become vested and exercisable on the fourth first anniversary of the Grant Date, (ii) 20% of the Stock Appreciation Rights will become vested and exercisable on the second anniversary of the Grant Date and (iii) the period between the Grant Date and the fourth anniversary remaining 60% of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 per share (the “Price Performance Standard”).the (b) Notwithstanding anything herein or in the Plan to the contrary, (i) , upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 10050% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and and (iic) Notwithstanding anything herein or in the Plan to the contrary: (i) in the event that that, (x) within the 90-day period immediately preceding a Change in Control or (y) at any time following a Change of Control, Participant’s employment with the Company and/or and its Subsidiaries (or their respective successors) is terminated for any reason other than by reason of Participant’s resignation without Good Reason or a termination for Cause, the Company without “Cause” or by Participant for “Good Reason” Award shall become immediately and fully vested and exercisable as of immediately prior to such termination of employment; (each as defined below), or ii) in the event of Participant’s death or “Disability” disability (as such term is defined belowin Section 22(e) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 per share (the “Alternate Price Performance Standard”Code), the Award shall become immediately and fully vested and exercisable. (cd) Participant acknowledges and agrees that he is In addition to the foregoing, subject to Paragraph 6 below, in the event of a Change of Control, the Committee as constituted immediately before such Change of Control may, in its sole discretion, accelerate the vesting and exercisability of this Award upon such Change of Control or take such other actions as provided in Section 304 13 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002Plan. 3.

Time for Exercise. (a) Subject to Section 2(c) and Participant’s continued employment with the Company and/or its Subsidiaries (or as otherwise provided in Section 2(b)), the Award shall become vested and exercisable on the fourth anniversary of the Grant Date (the period between the Grant Date and the fourth anniversary of the Grant Date the “Performance Period”) provided that during the Performance Period the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $67.33 80.43 per share (the “Price Performance Standard”). (b) Notwithstanding anything herein or in the Plan to the contrary, (i) upon the occurrence of a Change of Control in which either (A) the Price Performance Standard or the Alternate Price Performance Standard (as defined below) has been satisfied prior to the date of such Change of Control or (B) the price per Common Share received by the Company’s shareholders in connection with such Change of Control transaction (as determined in good faith by the Committee as in existence immediately prior to the Change of Control) is equal to or greater than the Alternate Price Performance Standard (as defined below), the vesting of the Award shall be accelerated such that 100% of the then unvested portion of the Award shall become vested and exercisable as of the date of the Change of Control; and (ii) in the event that Participant’s employment with the Company and/or its Subsidiaries (or their respective successors) is terminated by the Company without “Cause” or by Participant for “Good Reason” (each as defined below), or in the event of Participant’s death or “Disability” disability (as such term is defined belowin Section 22(e) of the Code) and either (A) the Price Performance Standard has been satisfied as of the date of such event or (B) during the period between the Grant Date and the date of such event, the Company’s Common Shares closed at a price for thirty (30) consecutive trading days that is equal to or greater than $55.64 60.82 per share (the “Alternate Price Performance Standard”), the Award shall become immediately and fully vested and exercisable. (c) Participant acknowledges and agrees that he is shall be deemed to be subject to Section 304 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002.