Common use of Vesting and Conversion to Shares Clause in Contracts

Vesting and Conversion to Shares. Except as may be prorated as described in 3(b) below, all of the RSUs shall vest and become nonforfeitable upon the earliest to occur of the following (each, a “Vesting Date”): (a) the dates specified on page 1 hereof, provided that you have not experienced a Termination of Service before such respective dates, or (b) in the event of your Termination of Service due to your Qualified Retirement, (i) if you have held your Award for at least one year, each tranche shall vest on the earlier of its original Vesting Date and the one-year anniversary of your Termination of Service, or (ii) if you have held your Award for less than one year, your Award will be prorated based on the number of full months that you have held your Award and your prorated RSUs shall vest on the next originally scheduled Vesting Date, or (c) in the event of your Termination of Service due to death or your Disability, your RSUs shall vest and become nonforfeitable as of the date of your death or Disability, even if you have met the qualifications for a Qualified Retirement, or (d) in the event of your involuntary Termination of Service, other than for Cause or unsatisfactory performance, as determined in the sole discretion of the Chief Human Resources Officer, and provided that you sign a severance agreement in the form stipulated by the Company or your Employer, within 60 days after your Termination of Service or such other time as the Company or your Employer may determine, and the severance agreement has become irrevocable, your RSUs shall vest and become nonforfeitable as of the date of your Termination of Service; provided, however, that if you are Retirement Eligible and this Section 3(d) otherwise applies to you, each tranche of your RSUs shall vest on the earlier of its original Vesting Date and the one-year anniversary of your Termination of Service (except as provided above in subsection (b)(ii) with respect to prorated Awards, which shall vest on the next originally scheduled Vesting Date), or (e) in the event of a Change in Control, your RSUs shall vest and become nonforfeitable immediately before the Change of Control if this Award is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control; provided, however, that if you are Retirement Eligible, each tranche of your RSUs shall settle on the earlier of its original Vesting Date and the one-year anniversary of your Termination of Service, with such settlement to be made in cash based on the value of a Share in connection with the transaction that constitutes the Change in Control (except as provided above in subsection (b) with respect to prorated Awards, which shall settle on the next scheduled Vesting Date), or (f) in the event of your Termination of Service during the 24-month period following a Change in Control either (i) by your Employer other than for Cause or unsatisfactory performance, or (ii) by you for Good Reason, your RSUs shall vest and become nonforfeitable as of your Termination of Service; provided, however, that if you are Retirement Eligible and this Section 3(f) otherwise applies to you, each tranche of your RSUs shall vest on the earlier of its original Vesting Date and the one-year anniversary of your Termination of Service (except as provided above in subsection (b) with respect to prorated Awards, which shall vest on the next scheduled Vesting Date). Upon the expiration or termination of an applicable restriction set forth in this Section 3, unrestricted Shares will be delivered to you as soon thereafter as practicable.

Vesting and Conversion to Shares. Except as may be prorated as described in 3(b) below, all of the RSUs The Target Total Award shall vest and become nonforfeitable upon the earliest to occur of the following (eachfollowing, a “Vesting Date”):subject to any performance adjustment as set forth in Paragraph 18 hereof: (a) the dates specified on page 1 hereofDetermination Date, to the extent provided that under the Performance Vesting Formula, if you have not experienced a Termination of Service before such respective datesdate, or (b) in the event of your Termination of Service due to your Qualified Retirement, (i) if you have held your , the Award for at least one year, each tranche shall vest on the earlier of its original Determination Date, to the extent provided under the Performance Vesting Date and the one-year anniversary of your Termination of Service, or (ii) if you have held your Award for less than one year, your Award will be prorated based on the number of full months that you have held your Award and your prorated RSUs shall vest on the next originally scheduled Vesting DateFormula, or (c) in the event of your Termination of Service due to death or your Disability, your RSUs the Award shall vest and become nonforfeitable as of the date of your death or DisabilityDisability at target, even if you have met the qualifications for a Qualified Retirement, or (d) in the event of your involuntary Termination of Service, other than for Cause or unsatisfactory performance, as determined in the sole discretion of the Chief Human Resources Officer, and provided that you sign a severance agreement in the form stipulated by the Company or your Employer, within 60 days after your Termination of Service or such other time as the Company or your Employer may determine, and the severance agreement has become irrevocable, your RSUs shall vest and become nonforfeitable as of the date of your Termination of Service; providedDetermination Date, however, that if you are Retirement Eligible and this Section 3(d) otherwise applies to you, each tranche of your RSUs shall vest on the earlier of its original extent provided under the Performance Vesting Date and the one-year anniversary of your Termination of Service (except as provided above in subsection (b)(ii) with respect to prorated Awards, which shall vest on the next originally scheduled Vesting Date)Formula, or (e) in the event of a Change in Control, your RSUs shall vest and become nonforfeitable immediately before the Change of Control if this Award is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control; provided, however, that if you are Retirement Eligible, each tranche of your RSUs shall settle on the earlier of its original Vesting Date and the one-year anniversary of your Termination of Service, with such settlement to be made in cash based on the value of a Share in connection with the transaction that constitutes the Change in Control (except as provided above in subsection (b) with respect to prorated Awards, which shall settle on the next scheduled Vesting Date), or (f) in the event of your Termination of Service during the 24-month period following a Change in Control either (i) by your Employer other than for Cause or unsatisfactory performance, or (ii) by you for Good Reason, your RSUs shall vest and become nonforfeitable as of your Termination of Service; providedthe Determination Date, however, that if you are Retirement Eligible and this Section 3(f) otherwise applies to you, each tranche of your RSUs shall vest on the earlier of its original extent provided under the Performance Vesting Date and the one-year anniversary of your Termination of Service (except as provided above in subsection (b) with respect to prorated Awards, which shall vest on the next scheduled Vesting Date)Formula. Upon the expiration or termination of an applicable restriction set forth in this Section 3, unrestricted Shares will be delivered to you as soon thereafter as practicable.

Vesting and Conversion to Shares. Except as may be prorated as described in 3(b) below, all of the RSUs shall vest and become nonforfeitable upon the earliest to occur of the following (eachfollowing, a “Vesting Date”):subject to any performance adjustment as set forth in Paragraph 17 hereof: (a) the dates specified on page 1 hereof, provided that you have not experienced a Termination of Service before such respective dates, or (b) in the event of your Termination of Service due to your Qualified Retirement, (i) if you have held your Award for at least one year, each tranche shall vest on the earlier of its original Vesting Date and the one-year anniversary of your Termination of Servicenormal vesting dates referenced on page 1, or (ii) if you have held your Award for less than one year, your Award will be prorated based on the number of full months that you have held your Award and your prorated RSUs shall vest on the next originally scheduled Vesting Datenormal vesting dates referenced on page 1, or (c) in the event of your Termination of Service due to death or your Disability, your RSUs shall vest and become nonforfeitable as of the date of your death or Disability, even if you have met the qualifications for a Qualified Retirement, or (d) in the event of your involuntary Termination of Service, other than for Cause or unsatisfactory performance, as determined in the sole discretion of the Chief Human Resources Officer, and provided that you sign a severance agreement in the form stipulated by the Company or your Employer, within 60 days after your Termination of Service or such other time as the Company or your Employer may determine, and the severance agreement has become irrevocable, your RSUs shall vest and become nonforfeitable as of the date of your Termination of Service; provided, however, that if you are Retirement Eligible and this Section 3(d) otherwise applies to you, each tranche of your RSUs shall vest normal vesting dates referenced on the earlier of its original Vesting Date and the one-year anniversary of your Termination of Service (except as provided above in subsection (b)(ii) with respect to prorated Awards, which shall vest on the next originally scheduled Vesting Date)page 1, or (e) in the event of a Change in Control, your RSUs shall vest and become nonforfeitable immediately before the Change of Control if this Award is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control; provided, however, that if you are Retirement Eligible, each tranche of your RSUs shall settle on the earlier of its original Vesting Date and the one-year anniversary of your Termination of Service, with such settlement to be made in cash based on the value of a Share in connection with the transaction that constitutes the Change in Control (except as provided above in subsection (b) with respect to prorated Awards, which shall settle on the next scheduled Vesting Date), or (f) in the event of your Termination of Service during the 24-month period following a Change in Control either (i) by your Employer other than for Cause or unsatisfactory performance, or (ii) by you for Good Reason, your RSUs shall vest and become nonforfeitable as of your Termination of Service; provided, however, that if you are Retirement Eligible and this Section 3(f) otherwise applies to you, each tranche of your RSUs shall vest the normal vesting dates referenced on the earlier of its original Vesting Date and the one-year anniversary of your Termination of Service (except as provided above in subsection (b) with respect to prorated Awards, which shall vest on the next scheduled Vesting Date)page 1. Upon the expiration or termination of an applicable restriction set forth in this Section 3, unrestricted Shares will be delivered to you as soon thereafter as practicablein accordance with Paragraph 3.2 hereof.