Common use of Vesting of the Award Clause in Contracts

Vesting of the Award. Vesting determinations shall be made separately with respect to the Subject RSUs that relate to each of the First Tranche, Second Tranche and Third Tranche. The number of such Subject RSUs that are eligible to vest hereunder shall be based on the extent to which the applicable Performance Goal, as described in the attached Schedule I, is achieved pursuant to the vesting schedule set forth therein. If (i) at least a level of “Threshold Performance” is attained with respect to such Performance Goal that is applicable to such Subject RSUs, and (ii) the Participant remains continuously employed by the Company or an Affiliate or Subsidiary of the Company from the Date of Grant through the end of the “Three-Year Performance Period” (the three-year period ending December 31, 20[•]), then vesting of the applicable number of the Subject RSUs shall occur (as determined pursuant to Section 3 below), and the forfeiture restrictions applicable to such number of Subject RSUs shall terminate. Subject to Section 9, any Subject RSUs that do not vest with respect to any Annual Tranche shall be forfeited by the Participant.

Vesting of the Award. Vesting determinations shall be made separately with respect to the Subject RSUs that relate to the Standard Component and each of the First Tranche, Second Tranche and Third Tranche. The number of such Subject RSUs that are eligible to vest hereunder shall be based on the extent to which the applicable Performance GoalGoal(s), as described in the attached Schedule I, is are achieved pursuant to the vesting schedule set forth therein. If (i) at least a level of “Threshold Performance” is attained with respect to such Performance Goal Goal(s) that is are applicable to such Subject RSUs, and (ii) the Participant remains continuously employed by the Company or an Affiliate or Subsidiary of the Company from the Date of Grant through the end of the “Three-Year Performance Period” (the three-year period ending December 31, 20[•])Cycle, then vesting of the applicable number of the Subject RSUs shall occur (as determined pursuant to Section 3 below), and the forfeiture restrictions applicable to such number of Subject RSUs shall terminate. Subject to Section 9, any Subject RSUs that do not vest with respect to the Standard Component or with respect to any Annual Tranche shall be forfeited by the Participant.