Common use of Award of Performance Share Units Clause in Contracts

Award of Performance Share Units. Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference and subject to the other provisions of this Agreement, the Employee is hereby awarded [●] performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee therefor, (i) up to [●] shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of clause (ii) of the immediately preceding sentence, the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(e) below) shall be payable in cash in lieu of such fractional share. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this award.”

Award of Performance Share Units. Pursuant The Corporation hereby confirms an Award to the provisions Participant on Award Date of <Performance Share Units> Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the PlanCorporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the terms Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which are incorporated herein time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle by reference and reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, subject to the other provisions of this AgreementSection 10 of the Plan, continue as if the Employee is hereby awarded [●] performance share units (“Participant's employment had continued through the end of the Performance Share Units”), which constitute Cycle. Notwithstanding the right to receive, without payment by the Employee therefor, (i) up to [●] shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividendsforegoing, if any, which would have been paid with respect to the Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), Participant is a "Specified Employee," as defined in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of clause (iisection 409A(a)(2)(B)(i) of the immediately preceding sentenceInternal Revenue Code of 1986, the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Stock. For the avoidance of doubtamended, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Performance Shares shall not be payable in respect of any dividend for which the record date falls on distributed (or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(e) below) shall be payable in cash in lieu thereof shall not be paid) until the later of such fractional share. Except as otherwise expressly provided, all terms used herein shall have six months after the same meaning as in Participant's Retirement or the Plan. The Unit Delivered Shares and end of the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this awardCycle.”

Award of Performance Share Units. Pursuant The Corporation hereby confirms an Award to the provisions Participant on Award Date of [PSUs] Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the PlanCorporation upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be distributed in whole shares of Common Stock of the Corporation, with any fraction of a whole share of Common Stock paid to the Participant in cash. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the terms of which are incorporated herein by reference and subject to the other provisions of this Agreement, the Employee is hereby awarded [●] performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee therefor, (i) up to [●] shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of clause (ii) of the immediately preceding sentence, the number of Deferred Dividend Shares Participant shall not forfeit rights with respect to any dividend shall be calculated as Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the date on leave of absence, at which time the dividend is paid to holders of Stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) Participant shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable forfeit all rights with respect to any Performance Shares that were being earned during the Performance Share Units includes Cycle. If a fractional shareParticipant's employment is terminated before the end of the Performance Cycle by reason of Retirement, Disability or death, the value of such fractional share (determined Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, continue as if the Participant's employment had continued through the end of the trading day immediately preceding Performance Cycle. Notwithstanding the delivery date described foregoing, if the Participant Engages in Section 2(c) or 2(e) below) shall be payable in cash in lieu of such fractional share. Except Competing Employment (as otherwise expressly provided, all terms used herein shall have the same meaning as defined in the Plan. The Unit Delivered ) following Retirement or Disability before the end of the Performance Cycle, then Participant shall immediately forfeit all rights with respect to any Performance Shares and that were being earned during the Deferred Dividend Shares are collectively referred to herein as Performance Cycle without further obligation on the “Performance Share Award” part of the Corporation or “this awardany Subsidiary Company.”

Award of Performance Share Units. Pursuant The Corporation hereby confirms an Award to the provisions Participant on Award Date of [PSUs] Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the PlanCorporation upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average invested capital; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be distributed in whole shares of Common Stock of the Corporation, with any fraction of a whole share of Common Stock paid to the Participant in cash. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the terms of which are incorporated herein by reference and subject to the other provisions of this Agreement, the Employee is hereby awarded [●] performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee therefor, (i) up to [●] shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the Stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of clause (ii) of the immediately preceding sentence, the number of Deferred Dividend Shares Participant shall not forfeit rights with respect to any dividend shall be calculated as Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the date on leave of absence, at which time the dividend is paid to holders of Stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) Participant shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable forfeit all rights with respect to any Performance Shares that were being earned during the Performance Share Units includes Cycle. If a fractional shareParticipant's employment is terminated before the end of the Performance Cycle by reason of Retirement, Disability or death, the value of such fractional share (determined Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall continue as if the Participant's employment had continued through the end of the trading day immediately preceding Performance Cycle. Notwithstanding the delivery date described foregoing, if the Participant Engages in Section 2(c) or 2(e) below) shall be payable in cash in lieu of such fractional share. Except Competing Employment (as otherwise expressly provided, all terms used herein shall have the same meaning as defined in the Plan. The Unit Delivered ) following Retirement or Disability before the end of the Performance Cycle, then Participant shall immediately forfeit all rights with respect to any Performance Shares and that were being earned during the Deferred Dividend Shares are collectively referred to herein as Performance Cycle without further obligation on the “Performance Share Award” part of the Corporation or “this awardany Subsidiary Company.”

Award of Performance Share Units. Pursuant The Corporation hereby confirms an Award to the provisions Participant on Award Date of (PSUs) Performance Share Units (PSUs) under the Plan. The award of PSUs shall entitle the Participant to receive shares of Common Stock of the PlanCorporation, or cash in lieu thereof, upon the Corporation's achievement over a Performance Cycle of performance goals established by the Committee at the time of grant for three equally weighted Performance Criteria: (a) the three-year average total return to the Corporation's stockholders as compared with the average total return on all stocks comprising the S&P 500 Composite Stock Price Index; (b) the Corporation's three-year return on average capital invested; and (c) the Corporation's three-year average operating ratio. Any PSUs earned at the end of the three-year Performance Cycle shall be paid one half in cash and one half in shares of Common Stock of the Corporation. If the employment of the Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Performance Cycle, all PSUs awarded hereunder shall be forfeited immediately and all rights of the Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant is granted a leave of absence before the end of the Performance Cycle, the terms Participant shall not forfeit rights with respect to any Performance Shares that were being earned during the Performance Cycle, unless the Participant's employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence, at which are incorporated herein time the Participant shall forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. If a Participant's employment is terminated before the end of the Performance Cycle by reference and reason of Retirement, Disability or death, the Participant's rights with respect to any Performance Shares being earned during the Performance Cycle shall, subject to the other provisions of this AgreementSection 10 of the Plan, continue as if the Employee is hereby awarded [●] performance share units (“Participant's employment had continued through the end of the Performance Share Units”), which constitute Cycle. Notwithstanding the right to receive, without payment by the Employee therefor, (i) up to [●] shares of Stock upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee therefor, additional shares of Stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividendsforegoing, if any, which would have been paid with respect to the Stock underlying Participant Engages in Competing Employment (as defined in the Unit Delivered Shares had such Unit Delivered Shares been issued to Plan) following Retirement or Disability before the Employee on the Date of Grant (the “Deferred Dividend Shares”), in each case subject to the terms and conditions end of the Plan and those set forth herein. For purposes of clause (ii) of the Performance Cycle, then Participant shall immediately preceding sentence, the number of Deferred Dividend Shares forfeit all rights with respect to any dividend shall be calculated as Performance Shares that were being earned during the Performance Cycle without further obligation on the part of the date on which the dividend is paid to holders of Stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of Corporation or any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(e) below) shall be payable in cash in lieu of such fractional share. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this awardSubsidiary Company.”

Award of Performance Share Units. Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference and subject to the other provisions of this Agreementaward, the Employee is hereby awarded [●] performance share units (“Performance Share Units”), which constitute the right to receive, without payment by the Employee thereforpayment, (i) up to [●] shares of Stock common stock of the Company upon the Company’s satisfaction of certain performance criteria as described in Section 2 below (the “Unit Delivered Shares”), and (ii) the right to receive, without payment by the Employee thereforpayment, additional shares of Stock common stock on the same basis as the Unit Delivered Shares, equal in value (determined as hereafter provided) to the dividends, if any, which would have been paid with respect to the Stock common stock underlying the Unit Delivered Shares had such Unit Delivered Shares been issued to the Employee on the Date of Grant Grant, as defined below (the “Deferred Dividend Shares”), in each case subject to the terms and conditions of the Plan and those set forth herein. For purposes of clause (ii) of the immediately preceding sentence), the number of Deferred Dividend Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of StockCompany common stock. For the avoidance of doubt, no shares of Stock (including Deferred Dividend Shares) shall be payable in respect of the Unit Delivered Shares if the Unit Delivered Shares are forfeited, and no Deferred Dividend Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which the Employee or other person entitled to the Unit Delivered Shares becomes the record owner of such shares of Stock for dividend record-date purposes. If the number of shares of Stock (including Deferred Dividend Shares) deliverable with respect to the Performance Share Units includes a fractional share, the value of such fractional share (determined as of the trading day immediately preceding the delivery date described in Section 2(c) or 2(e2(f) below) shall be payable in cash in lieu of such fractional share. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. The Unit Delivered Shares and the Deferred Dividend Shares are collectively referred to herein as the “Performance Share Award” or “this award.” The Performance Share Award is granted on , 2014 (the “Date of Grant”).