Common use of Vesting of Performance Share Units Clause in Contracts

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall become vested as follows: (a) On January 17, 2016 (the “Vesting Date”), a number of Performance Share Units shall vest based on the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously employed by the Company in an Eligible Position (as defined below) through the Vesting Date and has not experienced a Termination of Employment as of such date. (b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of Employee’s Termination of Employment and the denominator of which is 1095. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator in clause (ii) of this Subsection 2(c) shall be equal to the total number of days that Employee is employed in an Eligible Position during the Performance Period.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”a) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall are subject to forfeiture to the Company until they become vested non-forfeitable in accordance with this Section 4. Except as follows: provided in the following sentence, (ai) On January 17the risk of forfeiture will lapse on the first one-third of the Performance Share Units, 2016 (the “Vesting Date”), a number of and such Performance Share Units shall vest based on thereupon become vested, only if the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously Grantee remains employed by the Company through and on December 31, 2014; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2015; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2016 (collectively with December 31, 2013 and December 31, 2014, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 2016, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in an Eligible Position (as defined belowaccordance with Section 3(b) through the Vesting Date and has not experienced a Termination of Employment as of such datethis Agreement). (b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after In the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying event that (i) the number of Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested 2 Performance Share Units that would have vested shall be cancelled and forfeited, effective as determined of the Grantee’s separation from service. Notwithstanding anything to the contrary in accordance Subsection 2(a) had Employee’s Termination the Plan or this Agreement, and for purposes of Employment not occurred and (ii) a fractionclarity, the numerator any separation from service shall be effective as of which is the number of days that elapsed between the Grant Date and the date of Employeethe Grantee’s Termination of Employment active employment ends and the denominator of which is 1095shall not be extended by any statutory or common law notice period. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator in clause (ii) of this Subsection 2(c) shall be equal to the total number of days that Employee is employed in an Eligible Position during the Performance Period.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”a) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall are subject to forfeiture to the Company until they become vested non-forfeitable in accordance with this Section 4. Except as follows: provided in the following sentence, (ai) On January 17the risk of forfeiture will lapse on the first one-third of the Performance Share Units, 2016 (the “Vesting Date”), a number of and such Performance Share Units shall vest based on thereupon become vested, only if the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously Grantee remains employed by the Company through and on December 31, 2015; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2016; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2017 (collectively with December 31, 2015 and December 31, 2016, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 2017, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in an Eligible Position (as defined belowaccordance with Section 3(b) through the Vesting Date and has not experienced a Termination of Employment as of such datethis Agreement). (b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after In the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying event that (i) the number of Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units that would have vested shall be cancelled and forfeited, effective as determined of the Grantee’s separation from service. Notwithstanding anything to the contrary in accordance Subsection 2(a) had Employee’s Termination the Plan or this Agreement, and for 2 purposes of Employment not occurred and (ii) a fractionclarity, the numerator any separation from service shall be effective as of which is the number of days that elapsed between the Grant Date and the date of Employeethe Grantee’s Termination of Employment active employment ends and the denominator of which is 1095shall not be extended by any statutory or common law notice period. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator in clause (ii) of this Subsection 2(c) shall be equal to the total number of days that Employee is employed in an Eligible Position during the Performance Period.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”a) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall are subject to forfeiture to the Corporation until they become vested non-forfeitable in accordance with this Section 2. Except as follows: (a) On January 17provided in this Section 2 and Sections 15.5, 2016 (15.6, 15.7, and 15.8 of the “Vesting Date”)Plan, a number the risk of forfeiture will lapse on all Performance Share Units, and all Performance Share Units shall vest based on the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreementthereupon become payable in Restricted Common Stock or otherwise, provided that Employee is continuously only if Grantee remains employed by the Company Corporation until the end of the Performance Period. In any event, the delivery of Restricted Common Stock with respect to such Performance Share Units shall be made following the conclusion of the Performance Period as provided in an Eligible Position (as defined below) through Section 3 hereof, unless otherwise determined by the Vesting Date and has not experienced a Termination of Employment as of such dateCommittee. (b) If Employee’s Termination of Employment The Performance Share Units, the related Restricted Common Stock (as defined below) occurs due to Retirement (as defined belowif any), Disability and this Award shall be cancelled and forfeited upon termination of employment with the Corporation (including its subsidiaries), except as defined below) or death (each, a “Qualifying Termination”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest provided in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred Sections 2 and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of Employee’s Termination of Employment and the denominator of which is 10953 hereof. (c) If Employee ceases Notwithstanding anything to be employed the contrary contained in a position eligible to receive this Award, all of the Performance Share Units issued to Grantee pursuant to this Agreement (Award shall also become vested and non-forfeitable pursuant to Sections 15.5 and 15.8 of the Plan. The delivery of shares of Restricted Common Stock with respect to such Performance Share Units shall be made following the conclusion of the Performance Period as provided in Section 3 hereof, unless otherwise determined by the Committee Committee. In the event of a Change in its sole and absolute discretion) (an “Eligible Position”) on or after Control prior to the first anniversary completion of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator Committee shall have the discretionary authority in clause accordance with Section 15.5 of the Plan to determine whether, and if so, the extent to which, (ii1) the Performance Period or each of the Performance Objectives shall be deemed to be satisfied or waived, and (2) the Performance Objectives shall be modified, adjusted or changed. (d) For purposes of this Subsection 2(cAward, “Retirement” shall mean the voluntary termination of employment by Grantee after attaining (a) shall be equal to age 65 or (b) in the total number event that Grantee has been employed by the Corporation or its subsidiaries for ten (10) or more years on the date of days that Employee is employed in an Eligible Position during the Performance Periodsuch termination, age 60.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”a) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall are subject to forfeiture to the Corporation until they become vested non-forfeitable in accordance with this Section 2. Except as follows: (a) On January 17provided in this Section 2 and Sections 15.5, 2016 (15.6, 15.7, and 15.8 of the “Vesting Date”)Plan, a number the risk of forfeiture will lapse on all Performance Share Units, and all Performance Share Units shall vest based on the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreementthereupon become payable in Restricted Common Stock or otherwise, provided that Employee is continuously only if Grantee remains employed by the Company Corporation until the end of the Performance Period. In any event, the delivery of Restricted Common Stock with respect to such Performance Share Units shall be made following the conclusion of the Performance Period as provided in an Eligible Position (as defined below) through Section 3 hereof, unless otherwise determined by the Vesting Date and has not experienced a Termination of Employment as of such dateCommittee. (b) If Employee’s Termination of Employment The Performance Share Units, the related Restricted Common Stock (as defined below) occurs due to Retirement (as defined belowif any), Disability and this Award shall be cancelled and forfeited upon termination of employment with the Corporation (including its subsidiaries), except as defined below) or death (each, a “Qualifying Termination”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest provided in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred Sections 2 and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of Employee’s Termination of Employment and the denominator of which is 10953 hereof. (c) If Employee ceases Notwithstanding anything to be employed the contrary contained in a position eligible to receive this Award, all of the Performance Share Units issued to Grantee pursuant to this Agreement Award shall also become vested and non-forfeitable pursuant to Sections 15.5 (as determined by the Committee Change in its sole Control) and absolute discretion15.8(c)(i) (an “Eligible Position”death or Disability) on or after the first anniversary of the Grant Date, then on Plan. In the Vesting Date Employee shall vest event of a Change in Control prior to the number completion of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator Committee shall have the discretionary authority in clause accordance with Section 15.5 of the Plan to determine whether, and if so, the extent to which, (ii1) the Performance Period or each of the Performance Objectives shall be deemed to be satisfied or waived, and (2) the Performance Objectives shall be modified, adjusted or changed. In the event of the Grantee’s Retirement, all of the Performance Share Units issued to Grantee pursuant to this Award shall become vested and non-forfeitable. The delivery of shares of Restricted Common Stock with respect to such Performance Share Units deemed vested pursuant to this paragraph shall be made following the conclusion of the Performance Period as provided in Section 3 hereof, unless otherwise determined by the Committee. (d) For purposes of this Subsection 2(cAward, “Retirement” shall mean the voluntary termination of employment by Grantee after attaining (a) shall be equal to age 65 or (b) in the total number event that Grantee has been employed by the Corporation or its subsidiaries for ten (10) or more years on the date of days that Employee is employed in an Eligible Position during the Performance Periodsuch termination, age 60.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”a) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall are subject to forfeiture to the Company until they become vested non-forfeitable in accordance with this Section 4. Except as follows: provided in the following sentence, (ai) On January 17the risk of forfeiture will lapse on the first one-third of the Performance Share Units, 2016 (the “Vesting Date”), a number of and such Performance Share Units shall vest based on thereupon become vested, only if the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously Grantee remains employed by the Company through and on December 31, 2017; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 2019, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in an Eligible Position (as defined belowaccordance with Section 3(b) through the Vesting Date and has not experienced a Termination of Employment as of such datethis Agreement). (b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after In the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying event that (i) the number of Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units that would have vested shall be cancelled and forfeited, effective as determined of the Grantee’s separation from service. Notwithstanding anything to the contrary in accordance Subsection 2(a) had Employee’s Termination the Plan or this Agreement, and for 2 purposes of Employment not occurred and (ii) a fractionclarity, the numerator any separation from service shall be effective as of which is the number of days that elapsed between the Grant Date and the date of Employeethe Grantee’s Termination of Employment active employment ends and the denominator of which is 1095shall not be extended by any statutory or common law notice period. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator in clause (ii) of this Subsection 2(c) shall be equal to the total number of days that Employee is employed in an Eligible Position during the Performance Period.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” a. The Performance Share Units shall become vested are subject to forfeiture until they vest. Except as follows: otherwise provided herein, provided that the Grantee remains in continuous service as an employee of the Company (a“Continuous Service”) On January 17from the Grant Date through the last day of the Performance Period, 2016 and further provided that the “Threshold” level of the Performance Objective set forth in Exhibit A has been achieved, the Performance Share Units will vest on the last day of the Performance Period (the “Vesting Date”), a . The number of Performance Share Units that vest and become nonforfeitable under this Agreement shall be determined by the Committee based on the level of achievement of the Performance Objective set forth in Exhibit A and shall be rounded to the nearest whole Performance Share Unit. Performance Share Units that have not vested by the Vesting Date in accordance with this Section 5(a) shall be forfeited. b. Subject to the provisions of Section 6(e) of the Plan (relating to discretionary actions that may, but are not required, be taken by the Committee with respect to the Performance Share Units upon the occurrence of ▇▇▇▇▇▇▇’s retirement, resignation, death or disability) and except as otherwise expressly provided in this Agreement, if the Grantee’s Continuous Service terminates for any reason at any time prior to the Vesting Date, the Grantee’s Performance Share Units shall be automatically forfeited upon such termination of Continuous Service and the Company shall have no further obligations to the Grantee under this Agreement. c. Notwithstanding Section 5(a) and (b), if the Grantee’s Continuous Service terminates prior to the Vesting Date due to a Termination Upon Change of Control, the Performance Share Units shall vest based on the extent to which level of achievement of the Company has satisfied the performance condition Performance Objective set forth in Exhibit A on Attachment I to this Agreement, provided that Employee is continuously employed by the Company date of Grantee’s Termination Upon Change in an Eligible Position Control (as defined below) through if the Vesting Date and has not experienced a Termination of Employment Performance Period was terminated as of such date), as determined in good faith by the Committee. d. Notwithstanding Section 5(a) and (b) If Employee), if the Grantee’s Termination of Employment (as defined below) occurs Continuous Service terminates prior to the Vesting Date due to Retirement (as defined below)an Involuntary Termination, Disability (as defined below) or death (eachfor purposes of this Section 5, a “Qualifying Grantee’s Continuous Service shall be deemed to terminate on the date that is the 12month anniversary of the date of Grantee’s Involuntary Termination”) . If such deemed termination date is on or after the first anniversary of the Grant Vesting Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying shall vest based on the level of achievement of the Performance Objective set forth in Exhibit A on the date of Grantee’s Involuntary Termination (i) as if the number Performance Period was terminated as of Performance Share Units that would have vested such date), as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of Employee’s Termination of Employment and the denominator of which is 1095. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined good faith by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator in clause (ii) of this Subsection 2(c) shall be equal to the total number of days that Employee is employed in an Eligible Position during the Performance PeriodCommittee.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”a) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall are subject to forfeiture to the Company until they become vested non-forfeitable in accordance with this Section 4. Except as follows: provided in the following sentence, (ai) On January 17the risk of forfeiture will lapse on the first one-third of the Performance Share Units, 2016 (the “Vesting Date”), a number of and such Performance Share Units shall vest based on thereupon become vested, only if the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously Grantee remains employed by the Company through and on December 31, 2016; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2017; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018 (collectively with December 31, 2016 and December 31, 2017, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 2018, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in an Eligible Position (as defined belowaccordance with Section 3(b) through the Vesting Date and has not experienced a Termination of Employment as of such datethis Agreement). (b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after In the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying event that (i) the number of Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units that would have vested shall be cancelled and forfeited, effective as determined of the Grantee’s separation from service. Notwithstanding anything to the contrary in accordance Subsection 2(a) had Employee’s Termination the Plan or this Agreement, and for purposes of Employment not occurred and (ii) a fractionclarity, the numerator any separation from service shall be effective as of which is the number of days that elapsed between the Grant Date and the date of Employeethe Grantee’s Termination of Employment active employment ends and the denominator of which is 1095shall not be extended by any statutory or common law notice period. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator in clause (ii) of this Subsection 2(c) shall be equal to the total number of days that Employee is employed in an Eligible Position during the Performance Period.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”a) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall are subject to forfeiture to the Company until they become vested non-forfeitable in accordance with this Section 4. Except as follows: provided in the following sentence, (ai) On January 17the risk of forfeiture will lapse on the first one-third of the Performance Share Units, 2016 (the “Vesting Date”), a number of and such Performance Share Units shall vest based on thereupon become vested, only if the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously employed by the Company in an Eligible Position (as defined below) through the Vesting Date and has not experienced a Termination of Employment as of such date. (b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of Employee’s Termination of Employment and the denominator of which is 1095. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously Grantee remains employed by the Company through and on December 31, 2013; (ii) the Vesting risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2014; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2015 (collectively with December 31, 2013 and December 31, 2014, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 2015, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement). In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (yii) experiences a Qualifying Termination after Employee ceases the Grantee terminates employment with the Company for any reason (other than death) prior to be employed in an Eligible Position. For the avoidance of doubtsuch date, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of all unvested Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator in clause (ii) of this Subsection 2(c) shall be equal to cancelled and forfeited, effective as of the total number of days that Employee is employed in an Eligible Position during the Performance PeriodGrantee’s separation from service.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (the “Grant Date”) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units shall become vested as follows: (a) On January 17, 2016 2015 (the “Vesting Date”), a number of Performance Share Units shall vest based on the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously employed by the Company in an Eligible Position (as defined below) through the Vesting Date and has not experienced a Termination of Employment as of such date. (b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of Employee’s Termination of Employment and the denominator of which is 1095730. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095730, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, the numerator in clause (ii) of this Subsection 2(c) shall be equal to the total number of days that Employee is employed in an Eligible Position during the Performance Period.