Common use of Carryforward Clause in Contracts

Carryforward. The excess of all of the RSUs that are not forfeited over the RSUs that are earned as of March 10, 2011 following the application of Sections 2.1(i)(A) through (D) (the “Carryforward Units”), may be earned on March 10, 2011 based on attainment of measures for the calendar year 2010 determined by the Committee. The measures will be delivered to the Participant in writing by March 31, 2010. Any RSUs that are unearned as of March 10, 2011 after giving effect to this Section 2.1(i)(E) shall, subject to section 2.2, remain unearned and shall be forfeited in accordance with Section 2.3. 1 This model reflects the performance-based schedule for persons who were employees prior to March 10, 2007. For employees hired on or after March 10, 2007, the First Tranche Units shall be subject to vesting on the First Vesting Date as to only a pro-rata portion based on the number of full and partial months the employee was employed between March 10, 2008 and March 9, 2009. Any First Tranche Units remaining unvested following the First Vesting Date (regardless of any pro rata vesting in the first year) shall be eligible for vesting in accordance with the same schedule as pre-March 10, 2007 employees. The schedule and targets are subject to change following the 2007 grant program.