Common use of Vesting and Delivery Date Clause in Contracts

Vesting and Delivery Date. (a) The Restricted Stock Units shall vest in ____ equal annual installments on each _______________ beginning ________________, _________; provided that (i) the Grantee remains continuously employed by the Company through each such applicable vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date. (b) Notwithstanding Section 5(a), in the event that the Grantee’s employment is terminated upon the occurrence of an event specified in sub-clauses (i) or (ii) below, the Restricted Stock Units shall vest on the dates specified below: i. In the event of the Grantee’s death or Disability at any time, all unvested Restricted Stock Units not previously forfeited shall immediately vest on such date of termination; and ii. In the event of the Grantee’s Retirement, all of the Restricted Stock Units shall immediately vest on such date of termination; provided, however, that if the Company determines that the Grantee is a “specified employee” within the meaning of Section 409A, then to the extent any payment under this Agreement on account of the Grantee’s separation from service would be considered nonqualified deferred compensation under Section 409A, such payment shall be delayed until the earlier of (i) the date that is six months and one day after the date of such separation from employment or (ii) the date of Grantee’s death. (c) As used in this Section 5, the following terms have the following meanings:

Vesting and Delivery Date. (a) The Except as otherwise provided by Section 5(b), the Restricted Stock Units shall vest in ____ equal annual installments accordance with the following schedule: 14,780 Restricted Stock Units shall vest on each _______________ beginning ________________February 15, _________2016, 3,694 Restricted Stock Units shall vest on February 15, 2017, and 3,695 Restricted Stock Units shall vest on February 15, 2018; provided that (i) the Grantee remains continuously employed by the Company through each such applicable vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date. (b) Notwithstanding Section 5(a)the foregoing, in the event that the Grantee’s employment is terminated upon the occurrence of an event specified in sub-clauses (i) subclauses i. or (ii) . below, the Restricted Stock Units shall vest on the dates specified below: i. In the event of the Grantee’s death or Disability at any time, all unvested of the Restricted Stock Units not previously forfeited shall immediately vest on such date of termination; and ii. In the event of the Grantee’s RetirementGrantee is terminated without Cause (as defined below), all of the Restricted Stock Units shall immediately vest on such date of termination; provided, however, that if in connection with a termination without Cause related to a Change in Control, the Company determines that the Grantee is a “specified employee” within the meaning provisions of Section 409A, then to the extent any payment under this Agreement on account of the Grantee’s separation from service would be considered nonqualified deferred compensation under Section 409A, such payment 6 shall be delayed until the earlier of (i) the date that is six months and one day after the date of such separation from employment or (ii) the date of Grantee’s deathapply. (c) As used in this Section 5On the first business day after each vesting date, the following terms have Company shall deliver to Grantee the following meanings:shares of stock to which the Restricted Stock Units relate.