Common use of Delivery of Common Stock Clause in Contracts

Delivery of Common Stock. Upon the vesting of your RSUs pursuant to Sections 2 or 3 above, a certificate for the shares of Common Stock represented by your vested RSUs shall be registered in your name and delivered to you as soon as practicable, but no later than thirty (30) days, after each of the vesting dates set forth in Sections 2 and 3. Common Stock delivered upon the vesting of your RSUs will be fully transferable (subject to any applicable securities law restrictions) and not subject to forfeiture, and will entitle the holder to all rights of a stockholder of the Company. At any time prior to the vesting of your RSUs, you may elect to exchange some or all of your then-outstanding unvested RSUs for an equal number of shares of Restricted Stock (as defined under Section 8 of the Plan) by providing at least thirty (30) days written notice to the Company and specifying therein the number of RSUs you elect to exchange and the day you would like the exchange to occur (the “Exchange Date”). The shares of Restricted Stock shall be issued to you upon your execution of a Restricted Stock Agreement having the same terms and conditions applicable to the Restricted Stock as are applicable herein to the RSUs for which they were substituted, including without limitation the provisions of Section 6 hereof and which Restricted Stock Agreement shall provide: (a) that the Company shall hold the stock certificates relating to any unvested shares of Restricted Stock on your behalf until such share become vested and the restrictions lapse; (b) you grant the Company an irrevocable proxy to vote any unvested shares of Restricted Stock; (c) the Company shall offset from the Royalty (as defined in the Employment Agreement) or any sums otherwise due to you, the amount of any dividends you receive with respect to shares of Restricted Stock that are not vested on the record date for the payment of such dividends, provided that the Company shall pay such dividends to you upon the vesting of such shares of Restricted Stock; and (d) the Company shall not make any payment to you on account of any shares of Restricted Stock that are forfeited. With respect to any Restricted Stock you receive pursuant to this Section 4, you shall have a right to make an election pursuant to Section 83(b) of the Code to be taxed on the Exchange Date as if you were then fully vested in the shares of Restricted Stock. The Company shall use commercially reasonable efforts to cause its Registration Statement on Form S-8 (or successor form) filed with the Securities and Exchange Commission covering shares subject to the Plan to remain effective and current until such times as all of your RSUs are either delivered hereunder or forfeited under Section 6 and, until three months after you cease being an “affiliate” of the Company, to maintain a resale prospectus thereunder (or otherwise register under the Securities Act of 1933, as amended) the Common Stock underlying your RSUs.

Delivery of Common Stock. Upon the vesting of your RSUs pursuant to Sections 2 or 3 above, a certificate for the The date that shares of Common Stock represented by your vested RSUs common stock shall be registered issued to the Participant (the “Payment Date”) shall be as follows for each specified event, provided that in your name and delivered no event will the Participant be permitted directly or indirectly to you as designate the taxable year of payment: · As soon as practicable, but no not later than thirty ninety (3090) days after March 8, 2013 if the payment is on account of: the expiration of the Period of Restriction set forth in paragraph a) of the subsection entitled “Period of Restriction” above; the Participant’s termination of employment upon retirement (as defined under the then established rules of the Company or any of its Subsidiaries, as the case may be); the Participant’s termination of employment due to Disability as set forth in paragraph c) of the subsection entitled “Period of Restriction” above; the Participant’s involuntary termination that occurs prior to the date of a Change in Control or later than two years following the date of a Change in Control under conditions in which the Participant qualifies for and receives any employer severance benefit that may be offered, provided that the Participant executes and submits an agreement to release the Company in full against any and all claims as required by the arrangement or plan providing the employer severance benefit and the statutory period during which the Participant is entitled to revoke the agreement expires on or before the 90th day following March 8, 2013; or if the Participant continues to be employed by the Company but ceases to be employed in an executive position during the three-year Period of Restriction; or · As soon as practicable, but not later than ninety (90) days, after each the expiration of the vesting dates set forth Period of Restriction due to the Participant’s death pursuant to paragraph b) of the subsection entitled “Period of Restriction” above; or · On the 90th day after the expiration of the Period of Restriction due to the Participant’s involuntary termination in Sections 2 connection with and 3. Common Stock delivered upon resulting from a Change in Control within the vesting two-year period following the date of your RSUs will be fully transferable (subject to any applicable securities law restrictions) and not subject to forfeiturethe Change in Control in accordance with, and will entitle the holder to all rights of a stockholder as described in, paragraph d) of the Companysubsection entitled “Period of Restriction” above. At any time prior As soon as practicable after the Payment Date, the Company shall deliver to the vesting Participant Shares of your RSUs, you may elect to exchange some or all of your then-outstanding unvested RSUs for an equal common stock under the Restricted Stock Units. The Company will deliver a number of shares Shares equal to the number of Restricted Stock (Units awarded under this Award Agreement, as defined under Section 8 adjusted, less any Shares withheld to cover the tax obligations in accordance with the subsection entitled “Withholding Tax” below; provided that, no fractional Shares will be delivered and any fractional Shares to which the Participant would otherwise be entitled will be paid in cash. All Shares delivered will be registered in the name of the Plan) by providing at least thirty (30) days written notice Participant and will be transferred to the Company and specifying therein the number of RSUs you elect to exchange and the day you would like the exchange to occur (the “Exchange Date”). The shares of Restricted Stock shall be issued to you upon your execution of held in book entry form in a Restricted Stock Agreement having the same terms and conditions applicable to the Restricted Stock as are applicable herein to the RSUs for which they were substituted, including without limitation the provisions of Section 6 hereof and which Restricted Stock Agreement shall provide: (a) that the Company shall hold the stock certificates relating to any unvested shares of Restricted Stock on your behalf until such share become vested and the restrictions lapse; (b) you grant the Company an irrevocable proxy to vote any unvested shares of Restricted Stock; (c) the Company shall offset from the Royalty (as defined dividend reinvestment account in the Employment Agreement) or any sums otherwise due to you, the amount of any dividends you receive with respect to shares of Restricted Stock that are not vested on the record date for the payment of such dividends, provided that the Company shall pay such dividends to you upon the vesting of such shares of Restricted Stock; and (d) the Company shall not make any payment to you on account of any shares of Restricted Stock that are forfeited. With respect to any Restricted Stock you receive pursuant to this Section 4, you shall have a right to make an election pursuant to Section 83(b) name of the Code to be taxed on the Exchange Date as if you were then fully vested in the shares of Restricted Stock. The Company shall use commercially reasonable efforts to cause its Registration Statement on Form S-8 (or successor form) filed with the Securities and Exchange Commission covering shares subject to the Plan to remain effective and current until such times as all of your RSUs are either delivered hereunder or forfeited under Section 6 and, until three months after you cease being an “affiliate” of the Company, to maintain a resale prospectus thereunder (or otherwise register under the Securities Act of 1933, as amended) the Common Stock underlying your RSUsParticipant.

Delivery of Common Stock. Upon The date that Shares of Common Stock shall be delivered to the vesting Grantee (the “Delivery Date”) shall be as follows for each specified event: · June 30, 2010 if the delivery is on account of your RSUs paragraph a) or e) of Section Two entitled “Period of Restriction”, Grantee’s retirement, voluntary resignation, or if the Grantee continues to be employed by FE but ceases to be employed in an executive position during the two-year Performance Period; or · As soon as practicable after the Grantee’s death or Disability, or termination of employment pursuant to Sections 2 paragraphs b), c), or 3 aboved) of Section Two entitled “Period of Restriction”. If employment is terminated pursuant to paragraphs b), c) or d), the Grantee will receive a certificate payout equal to the full number of shares granted in this Agreement and all Dividend Equivalents earned up to the date of termination. The payout will not be adjusted for performance. Upon payment of tax obligations and as soon as practicable after the Delivery Date, the Company shall issue to the Grantee shares of FE Common Stock under the Restricted Stock Units. The Company will issue a number of shares of Common Stock represented by your vested RSUs shall equal to the number of Restricted Stock Units awarded under this Agreement, as adjusted, less any shares withheld to cover the tax obligations in accordance with the preceding paragraph; provided that, no fractional shares of Common Stock will be issued under the Restricted Stock Units and any fractional shares to which the Grantee would otherwise be entitled will be rounded up to the next full share. All shares issued will be registered in your the name and delivered to you as soon as practicable, but no later than thirty (30) days, after each of the vesting dates set forth in Sections 2 Grantee and 3. Common Stock delivered upon the vesting of your RSUs will be fully transferable (subject to any applicable securities law restrictions) and not subject to forfeiture, and will entitle the holder to all rights of a stockholder of the Company. At any time prior to the vesting of your RSUs, you may elect to exchange some or all of your then-outstanding unvested RSUs for an equal number of shares of Restricted Stock (as defined under Section 8 of the Plan) by providing at least thirty (30) days written notice to the Company and specifying therein the number of RSUs you elect to exchange and the day you would like the exchange to occur (the “Exchange Date”). The shares of Restricted Stock shall be issued to you upon your execution of a Restricted Stock Agreement having the same terms and conditions applicable to the Restricted Stock as are applicable herein to the RSUs for which they were substituted, including without limitation the provisions of Section 6 hereof and which Restricted Stock Agreement shall provide: (a) that the Company shall hold the stock certificates relating to any unvested shares of Restricted Stock on your behalf until such share become vested and the restrictions lapse; (b) you grant the Company an irrevocable proxy to vote any unvested shares of Restricted Stock; (c) the Company shall offset from the Royalty (as defined held in the Employment Agreement) or any sums otherwise due to you, the amount of any dividends you receive safekeeping with respect to shares of Restricted Stock that are not vested on the record date for the payment of such dividends, provided that the Company shall pay such dividends to you upon the vesting of such shares of Restricted Stock; and (d) the Company shall not make any payment to you on account of any shares of Restricted Stock that are forfeited. With respect to any Restricted Stock you receive pursuant to this Section 4, you shall have a right to make an election pursuant to Section 83(b) of the Code to be taxed on the Exchange Date as if you were then fully vested in the shares of Restricted Stock. The Company shall use commercially reasonable efforts to cause its Registration Statement on Form S-8 (or successor form) filed with the Securities and Exchange Commission covering shares subject to the Plan to remain effective and current until such times as all of your RSUs are either delivered hereunder or forfeited under Section 6 and, until three months after you cease being an “affiliate” of the Company, to maintain a resale prospectus thereunder (or otherwise register under the Securities Act of 1933, as amended) the Common Stock underlying your RSUsFE.

Delivery of Common Stock. Upon the vesting of your RSUs pursuant to Sections 2 or 3 above, a certificate for the shares of Common Stock represented by your vested RSUs shall be registered in your name and delivered to you as soon as practicable, but no later than thirty (30) days, after each of the vesting dates set forth in Sections 2 and 3. Common Stock delivered upon the vesting of your RSUs will be fully transferable (subject to any applicable securities law restrictions) and not subject to forfeiture, and will entitle the holder to all rights of a stockholder of the Company. At any time prior to the vesting of your RSUs, you may elect to exchange some or all of your then-outstanding unvested RSUs for an equal number of shares of Restricted Stock (as defined under Section 8 of the Plan) by providing at least thirty (30) 30 days written notice to the Company and specifying therein the number of RSUs you elect to exchange and the day you would like the exchange to occur (the “Exchange Date”). The shares of Restricted Stock shall be issued to you upon your execution of a Restricted Stock Agreement having the same terms and conditions applicable to the Restricted Stock as are applicable herein to the RSUs for which they were substituted, including without limitation the provisions of Section 6 hereof and which Restricted Stock Agreement shall provide: (a) that the Company shall hold the stock certificates relating to any unvested shares of Restricted Stock on your behalf until such share become vested and the restrictions lapse; (b) you grant the Company an irrevocable proxy to vote any unvested shares of Restricted Stock; (c) the Company shall offset from the Royalty (as defined in the Employment Agreement) or any sums otherwise due to you, the amount of any dividends you receive with respect to shares of Restricted Stock that are not vested on the record date for the payment of such dividends, provided that the Company shall pay such dividends to you upon the vesting of such shares of Restricted Stock; and (d) the Company shall not make any payment to you on account of any shares of Restricted Stock that are forfeited. With respect to any Restricted Stock you receive pursuant to this Section 4, you shall have a right to make an election pursuant to Section 83(b) of the Code to be taxed on the Exchange Date as if you were then fully vested in the shares of Restricted Stock. The Company shall use commercially reasonable efforts to cause its Registration Statement on Form S-8 (or successor form) filed with the Securities and Exchange Commission covering shares subject to the Plan to remain effective and current until such times as all of your RSUs are either delivered hereunder or forfeited under Section 6 and, until three months after you cease being an “affiliate” of the Company, to maintain a resale prospectus thereunder (or otherwise register under the Securities Act of 1933, as amended) the Common Stock underlying your RSUs.

Delivery of Common Stock. Upon Subject to any election the vesting Participant makes to defer any of your RSUs pursuant to Sections 2 or 3 abovethe Restricted Stock Units, a certificate for as provided below, the date that shares of Common Stock represented by your vested RSUs common stock shall be registered issued to the Participant (the “Payment Date”) shall be as follows for each specified event, provided that, except with respect to deferrals of any Restricted Stock Units under the Company’s Executive Deferred Compensation Plan, as provided below, in your name and delivered no event will the Participant be permitted directly or indirectly to you as designate the taxable year of payment: • As soon as practicable, but no not later than thirty ninety (3090) days after the Vest Date if the payment is on account of: the expiration of the Period of Restriction set forth in paragraph a) of the subsection entitled “Period of Restriction” above; the Participant’s termination of employment upon retirement (as defined under the then established rules of the Company or any of its Subsidiaries, as the case may be); the Participant’s termination of employment due to Disability as set forth in paragraph c) of the subsection entitled “Period of Restriction” above; the Participant’s involuntary termination other than under paragraph d) of the subsection entitled “Period of Restriction” above that occurs under conditions in which the Participant qualifies for and receives any employer severance benefit that may be offered, provided that the Participant executes, submits and does not revoke an agreement to release the Company in full against any and all claims as required by (and within the time period mandated by) the arrangement or plan providing the employer severance benefit; or if the Participant continues to be employed by the Company but ceases to be employed in an executive position during the three-year Period of Restriction; or • As soon as practicable, but not later than ninety (90) days, after each the expiration of the vesting dates set forth Period of Restriction due to the Participant’s death pursuant to paragraph b) of the subsection entitled “Period of Restriction” above; or • On the 90th day after the expiration of the Period of Restriction due to the Participant’s involuntary termination in Sections 2 connection with and 3resulting from a Change in Control within the two-year period following the date of the Change in Control in accordance with, and as described in, paragraph d) of the subsection entitled “Period of Restriction” above. Common As soon as practicable after the Payment Date, the Company shall deliver to the Participant Shares of common stock under any Restricted Stock delivered upon Units that the vesting Participant has not elected to defer under the Company’s Executive Deferred Compensation Plan. The Company will deliver a number of your RSUs Shares equal to the number of Restricted Stock Units awarded under this Award Agreement, as adjusted, less any Shares withheld to cover the tax obligations in accordance with the subsection entitled “Withholding Tax” below; provided that, no fractional Shares will be fully transferable (subject delivered and any fractional Shares to any applicable securities law restrictions) and not subject to forfeiture, which the Participant would otherwise be entitled will be paid in cash. All Shares delivered will be registered in the name of the Participant and will entitle be transferred to and held in book entry form in a dividend reinvestment account in the holder to all rights of a stockholder name of the Participant. Notwithstanding the foregoing, if the Participant is eligible to participate in the Company. At any time prior to ’s Executive Deferred Compensation Plan, the vesting of your RSUs, you Participant may elect to exchange some or all of your then-outstanding unvested RSUs for an equal number of shares of Restricted Stock (as defined under Section 8 of defer the Plan) by providing at least thirty (30) days written notice to the Company and specifying therein the number of RSUs you elect to exchange and the day you would like the exchange to occur (the “Exchange Date”). The shares of Restricted Stock shall be issued to you upon your execution of a Restricted Stock Agreement having the same terms and conditions applicable payment made with respect to the Restricted Stock as are applicable herein Units to the RSUs for which they were substituted, including without limitation extent permitted by the provisions Committee in accordance with the terms and conditions of Section 6 hereof and which Restricted Stock Agreement shall provide: (a) that the Company shall hold the stock certificates relating to any unvested shares of Restricted Stock on your behalf until such share become vested and the restrictions lapse; (b) you grant the Company an irrevocable proxy to vote any unvested shares of Restricted Stock; (c) the Company shall offset from the Royalty (as defined in the Employment Agreement) or any sums otherwise due to you, the amount of any dividends you receive Company’s Executive Deferred Compensation Plan. Any payment made with respect to shares of Restricted Stock that are not vested on the record date for the payment of such dividends, provided that the Company shall pay such dividends to you upon the vesting of such shares of Restricted Stock; and (d) the Company shall not make any payment to you on account of any shares of Restricted Stock that are forfeited. With respect to any Restricted Stock you receive Units that are deferred under the Company’s Executive Deferred Compensation Plan shall be paid in cash or Shares, as applicable, pursuant to this Section 4the administrative procedures, you shall have a right to make an election pursuant to Section 83(b) terms and conditions of the Code Executive Deferred Compensation Plan. Any election to defer shall be taxed on made in a manner as required under administrative rules established by the Exchange Date as if you were then fully vested Company and shall be made in the shares of Restricted Stock. The Company shall use commercially reasonable efforts to cause its Registration Statement on Form S-8 (or successor form) filed a manner that complies with the Securities and Exchange Commission covering shares subject to the Plan to remain effective and current until such times as all of your RSUs are either delivered hereunder or forfeited under Section 6 and, until three months after you cease being an “affiliate” 409A of the Company, to maintain a resale prospectus thereunder (or otherwise register under the Securities Act of 1933, as amended) the Common Stock underlying your RSUsInternal Revenue Code.