Common use of Accelerated Vesting Clause in Contracts

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: (i) the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) the date of the Optionee's death prior to his termination of employment from the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Company.

Accelerated Vesting. Notwithstanding (A) For the avoidance of doubt, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, no unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, 2013 shall be subject to any accelerated vesting schedule specified except as otherwise provided for in the applicable award agreement or in Section 3(a3(c)(i)(D) below. (B) Consistent with the terms of such award, in the event the Company undergoes a Corporate Change during the Term, one hundred percent (100%) of this AgreementExecutive’s restricted stock award granted under the Company’s equity and long-term incentive plan on March 7, 2013 shall vest immediately. (C) Any option awards granted to Executive under the Total Shares Under Option Company’s equity and long-term incentive plan on May 15, 2013 shall become 100% vested upon be subject to the earliest provisions of Section 6.B of such plan with respect to occur the effect on options of a Fundamental Event or Change of Control Event (as such terms are defined in the plan); provided, however, that if a Change of Control Event occurs prior to the initial public offering of the following Vesting Dates: Company’s stock, any performance-based vesting option awards granted to Executive under the Company’s equity and long-term incentive plan on May 15, 2013 to the extent not then vested, shall also be vested and non-forfeitable consistent with the provisions of Section 6.B of such plan unless otherwise provided for by the Compensation Committee in which case such option awards shall be forfeited and cancelled without consideration. (iD) Except as otherwise provided in the Optionee's Normal Retirement Date; applicable award, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within the period of three (ii3) months prior to (but only if negotiations relating to the Optionee's Disability Retirement Date; (iii) particular Corporate Change that occurs are ongoing at the date of the Optionee's death prior to his termination notice of employment from termination) or twelve (12) months after a Corporate Change that occurs during the Corporation; Term (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administratorsuch fifteen-month period, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options“Protected Period”), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case one hundred percent (100%) of a Disability Retirement Date which occurs after Optionee's termination all of employment with Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, no Vesting Date will occur - and no options may 2013 shall vest - following termination of employment with the Companyimmediately.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: : (i) the Optionee's Normal Retirement Date; ; (ii) the Optionee's Disability Retirement Date; ; (iii) the date of the Optionee's death prior to his termination of employment from the Corporation; ; (iv) the date of a Change of Control; or or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Company.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified in Section 3(aevent of Participant’s Termination of Employment by the Company without Cause (as defined below) of this Agreementor by Participant for Good Reason (as defined below), the Total Shares Under Option shall vest and become 100% exercisable as to such number of shares of Stock subject to the Option as would have vested upon during the earliest to occur of the one year period following Vesting Dates: (i) the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) the date of Participant’s Termination of Employment had Participant remained an Employee through such date. In addition, the Optionee's death vested portion of the Option (whether vested prior to his termination the Participant’s Termination of employment from Employment or by application of this Section 2(a)) shall remain exercisable by Participant through the Corporation; (iv) date that is one year following the date of Participant’s Termination of Employment; provided, however, that in no event shall the Option remain exercisable beyond the expiration date set forth in Section 3.3(a) of the Agreement. Notwithstanding the foregoing, the accelerated vesting and extended exercisability of the Option outlined in this clause (a) shall be contingent on Participant’s execution and non-revocation of the Release (as defined below). (b) In the event of Participant’s Termination of Employment as a Change result of Controlthe Company’s election not to extend the Employment Period (as defined below) beyond the Initial Term (as defined below), the Option shall vest and become exercisable as to 100% of the shares of Stock on the date of Participant’s Termination of Employment. In addition, the vested portion of the Option (whether vested prior to the Participant’s Termination of Employment or by application of this Section 2(b)) shall remain exercisable by Participant through the date that is one year following the expiration of the Initial Term; provided, however, that in no event shall the Option remain exercisable beyond the expiration date set forth in Section 3.3(a) of the Agreement. Notwithstanding the foregoing, the accelerated vesting and extended exercisability of the Option outlined in this clause (b) shall be contingent on Participant’s execution and non-revocation of the Release (as defined below). (c) To the extent not then vested or (v) exercisable, the Option shall vest and become exercisable as to 100% of the shares of Stock subject to the approval Option in the event of a Change in Control prior to Participant’s Termination of Employment (d) For purposes of this Exhibit B, the terms “Cause,” “Employment Period,” “Good Reason,” “Initial Term” and “Release” shall have the meanings given to such terms in that certain Employment Agreement dated April 14, 2010, between Participant and the Company; provided that the “Initial Term” shall mean such term without regard to any extension of the Plan AdministratorEmployment Period as a result of the Company’s failure to give less than 12 months’ notice of non-extension of the Initial Term. Capitalized terms used in this Exhibit D and not defined below shall have the meanings given them in the Plan, the Optionee's Early Retirement Date Grant Notice to which this Exhibit D is attached or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companyattached thereto.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: (i) Notwithstanding the foregoing provisions of Section 2, upon the consummation of a Change in Control, subject to the Optionee's Normal Retirement Date’s continued employment or service with the Company or any of its Subsidiaries on the date of such Change in Control, the entire unvested portion of the Service Options shall become immediately vested and exercisable, if and only if the Committee determines that the OH IRR calculated immediately following such Change in Control equals or exceeds 15%; provided, however, that if the vesting of such Service Options, taken together with the vesting of all other outstanding options to purchase shares of Company Common Stock held by employees of the Company and its Subsidiaries, would cause the OH IRR to drop below 15%, then such vesting of the portion of the Service Options (as well as similar service-based options granted to other employees), shall be reduced in a fair and equitable manner as determined in the sole discretion of the Committee so that the OH IRR does not drop below 15%. (ii) Notwithstanding the foregoing provisions of Section 2, upon the consummation of a Change in Control, subject to the Optionee's Disability Retirement Date’s continued employment or service with the Company or any of its Subsidiaries on the date of such Change in Control, all unvested Performance Options that have not yet become eligible to vest on the date of such Change in Control shall become immediately vested and exercisable, if and only if the Committee determines that the OH IRR (as defined below) calculated immediately following such Change in Control equals or exceeds 20%; provided, however, that if the vesting of such Performance Options, taken together with the vesting of all other outstanding options to purchase shares of Company Common Stock held by employees of the Company and its Subsidiaries, would cause the OH IRR to drop below 20%, then such vesting of the portion of the Performance Options (as well as similar performance-based options granted to other employees), shall be reduced in a fair and equitable manner as determined in the sole discretion of the Committee so that the OH IRR does not drop below 20%. (iii) the date of the Optionee's death prior to his termination of employment from the Corporation; (iv) the date of All Service Options and Performance Options that do not become vested and exercisable in connection with a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified Control in accordance with this Section 3(b2(d) can apply to the Optionee, the Optionee may elect shall immediately be canceled and terminated without payment or consideration therefor upon consummation of such Change in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the CompanyControl.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option 100% of a Participant’s total SAR Units shall become 100% fully vested upon the earliest to occur of the following Vesting Dates: : (i) the Optionee's Participant’s Normal Retirement Date; ; (ii) the Optionee's Participant’s Disability Retirement Date; ; (iii) the date of the Optionee's Participant’s death prior to his termination of employment from the Corporation; ; (iv) the date of a Change of Control; or or (v) subject to the approval of the Plan AdministratorCorporation, the Optionee's Participant’s Early Retirement Date or the date of the Optionee's Participant’s involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan AdministratorCorporation; provided that the approval of the Committee shall be required where the Participant holds an office of Senior Vice President or above. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the OptioneeParticipant on any date, the Optionee Participant may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee Participant fails to make such an election within 30 days after being notified by the Plan Administratorsuch event, the Optionee Participant will be deemed to have elected the available accelerated vesting rule which, first, vests the most options SAR Units in the Optionee Participant or, second (if each accelerated vesting rule vests the same number of optionsSAR Units), which provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except Except as otherwise provided in this Agreement Agreement, in the case of a Disability Retirement Date which occurs after Optionee's a Participant’s termination of employment with the CompanyCorporation, no Vesting Date will occur - occur, and no options SAR Units may vest - vest, following termination of employment with the CompanyCorporation.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified in Section 3(a) event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for any or all of the Option Shares at the time subject to this option as fully-vested shares of Common Stock. However, no such acceleration of this Agreement, option shall occur if and to the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Datesextent: (i) this option is assumed by the Optionee's Normal Retirement Date; successor corporation (or parent thereof) in the Corporate Transaction (or parent thereof) or (ii) the Optionee's Disability Retirement Date; (iii) the date this option is to be replaced with a cash incentive program of the Optionee's death prior to his termination successor corporation which preserves the spread existing on the Option Shares for which this option is not otherwise at that time exercisable (the excess of employment from the Corporation; (ivFair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent payout in accordance with the date of a Change of Control; or (v) subject same exercise schedule in effect for the option pursuant to the approval of exercise schedule set forth in the Plan AdministratorGrant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved extent assumed by the Plan Administrator. successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If more than one of the accelerated vesting rules specified this option is assumed in connection with a Corporate Transaction, then this Section 3(b) can option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the Optioneenumber and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will and appropriate adjustments shall also be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement made to the contraryExercise Price, except as otherwise provided the aggregate Exercise Price shall remain the same. (d) The exercisability of this option may also accelerate in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment accordance with the Companyterms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, no Vesting Date will occur - and no options may vest - following termination reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of employment with the Companyits business or assets.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified in Section 3(a) event of this Agreementany Corporate Transaction, the Total Option Shares Under at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Corporate Transaction, become fully exercisable for all of those Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) The Corporation shall use its best efforts to provide at least twenty (20) days prior written notice of the occurrence of any Corporate Transaction in which options under the Plan are not to be assumed by the successor corporation. (c) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (d) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. -------- (e) If this option is assumed in connection with a Corporate Transaction and Optionee's Service ceases as a result of an Involuntary --- Termination within eighteen (18) months following such Corporate Transaction, then the Optionee shall be credited with an additional eighteen (18) months of Service (or such lesser number of months necessary to cause all of the Option Shares to become vested) solely for purposes of calculating the number of vested Option Shares. Further, notwithstanding anything stated in Paragraph 5 to the contrary, this Option shall become 100% vested upon remain exercisable until the earliest to occur of the following Vesting Datesearlier of: (i) the Optionee's Normal Retirement ------- Expiration Date; , or (ii) the Optionee's Disability Retirement Date; expiration of the one (iii) 1)-year period measured from the date of the Optionee's death prior to his termination of employment from Involuntary Termination. (f) This Agreement shall not in any way affect the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval right of the Plan AdministratorCorporation to adjust, the Optionee's Early Retirement Date reclassify, reorganize or the date otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, its business or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companyassets.

Accelerated Vesting. (a) Notwithstanding the vesting schedule specified in Section 3(a) of this Agreementforegoing, the Total Shares Under Option RSUs shall become 100% vested upon the earliest to occur of the following Vesting Dates: vest immediately (i) in the Optionee's Normal Retirement Date; event Participant’s Termination of Service as a result of his or her death or Disability, (ii) upon Participant’s Covered Termination (provided that, in the Optionee's Disability Retirement Date; event of a Covered Termination pursuant to clause (iiii) of the definition of Covered Termination, such acceleration will occur on the date of the OptioneeChange in Control occurring within three (3) months following Participant's death prior to his termination Termination of employment from the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closureService), or (Ciii) upon Participant's Actual Retirement Date. (b) In order to be eligible to receive accelerated vesting under clause (iii) of Section 2(a) above upon Participant's Actual Retirement Date, Participant, to the extent he or she is a Retirement Eligible Employee on or after the Grant Date, must provide the Company with written notice of the Retirement Eligible Employee’s intention to retire at least twelve (12) months prior to the Retirement Eligible Employee’s Actual Retirement Date (the “Retirement Notice Period”), and, except in the event of Participant's Termination of Service due to his or her Covered Termination, death or Disability during the Retirement Notice Period, remain employed with the Company through the duration of such other reason as may Retirement Notice Period. Such written notice must be specifically approved in a form reasonably acceptable to the Company and include a representation of the Retirement Eligible Employee that the Retirement Eligible Employee is terminating from the Company for retirement purposes and has not accepted, and does not plan to accept, a full-time position at another employer which is a competitor of the Company. The Administrator may, in its discretion, allow for a shorter notice period for reasons including but not limited to health issues by the Plan Administrator. If more than one Retirement Eligible Employee or his or her family, or in the best interests of the accelerated vesting rules specified Company. Notwithstanding the foregoing, the requirements in this Section 3(b2(b) can shall not apply to the Optionee, the Optionee may elect following a Change in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee Control and no Retirement Notice Period shall apply (or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the CompanyNotice Period that commenced prior to such Change in Control, no Vesting Date such period will occur - and no options may vest - following termination of employment with the Companyexpire immediately upon such Change in Control).