Common use of Vesting and Delivery Date Clause in Contracts

Vesting and Delivery Date. (a) Except as otherwise provided by Section 5(b), all of the Restricted Stock Units shall be earned and eligible to vest if the Operating Income for the Company’s 2018 fiscal year is equal to or greater than $____________ million (the “Performance Condition”), with such number of Restricted Stock Units vesting in four equal annual installments on February 15, 2019 (or if later, the date of the Compensation Committee Certification), February 15, 2020, February 15, 2021 and February 15, 2022, with the first three installments rounded up or down to the nearest whole share and the fourth installment including the remaining shares, provided, however, that (i) the Grantee remains employed by the Company on each such vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date. If the Performance Condition is not satisfied, all of the Restricted Stock Units shall be forfeited. (b) Notwithstanding the foregoing, in the event that the Grantee’s employment is terminated upon the occurrence of an event specified in subclauses i. through iv. below, the Restricted Stock Units shall vest on the dates specified below: i. In the event of the Grantee’s death or Disability occurring prior to the Compensation Committee Certification, the Performance Condition shall be automatically deemed satisfied and all of the Restricted Stock Units shall immediately vest on such date of termination; ii. In the event of the Grantee’s death or Disability occurring following the Compensation Committee Certification, all unvested Restricted Stock Units not otherwise forfeited shall immediately vest on such date of termination; iii. In the event of the Grantee’s Retirement occurring prior to the Compensation Committee Certification, all of the Restricted Stock Units shall expire and immediately be forfeited as of such date of termination; and iv. In the event of the Grantee’s Retirement, if Grantee’s date of Retirement is on or after February 15, 2020, all unvested Restricted Stock Units not otherwise forfeited 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. For the avoidance of doubt, if Grantee’s date of Retirement is before February 15, 2020, all unvested Restricted Stock Units shall be forfeited. (c) As used in this Section 5, the following terms have the following meanings:

Vesting and Delivery Date. (a) Except as otherwise provided by Section 5(b), all of the The Restricted Stock Units shall be earned and eligible to vest if the Operating Income for the Company’s 2018 fiscal year is equal to or greater than $____________ million (the “Performance Condition”), with such number of Restricted Stock Units vesting in four equal annual installments on each February 15th beginning February 15, 2019 (or if later, the date of the Compensation Committee Certification), February 15, 2020, February 15, 2021 and February 15, 2022, with the first three installments rounded up or down to the nearest whole share and the fourth installment including the remaining shares, provided, however, 20__; provided that (i) the Grantee remains continuously employed by the Company on through each such applicable vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date. If the Performance Condition is not satisfied, all of the Restricted Stock Units shall be forfeited. (b) Notwithstanding the foregoingSection 5(a), in the event that the Grantee’s employment is terminated upon the occurrence of an event specified in subclauses i. through iv. 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 occurring prior to the Compensation Committee Certification, the Performance Condition shall be automatically deemed satisfied and all of the Restricted Stock Units shall immediately vest on such date of termination; ii. In the event of the Grantee’s death or Disability occurring following the Compensation Committee Certificationat any time, all unvested Restricted Stock Units not otherwise previously forfeited shall immediately vest on such date of termination; iii. In the event of the Grantee’s Retirement occurring prior to the Compensation Committee Certification, all of the Restricted Stock Units shall expire and immediately be forfeited as of such date of termination; and ivii. In the event of the Grantee’s Retirement, if Grantee’s date of Retirement is on or after February 15, 202020__, all unvested of the remaining Restricted Stock Units not otherwise forfeited 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. For the avoidance of doubt, if Grantee’s date of Retirement is before February 15, 202020__, all unvested Restricted Stock Units shall be forfeited. (c) As used in this Section 5, the following terms have the following meanings: