Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares with respect to the Performance Awards is contingent on the attainment of the Performance Goals as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement unless the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awards, you must be employed by the Company or an Affiliate on [Day after end of performance period]. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise set forth in Section 3 (b), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

Performance-Based Vesting. For purposes of this Performance-Based Award, the “Performance Period” shall mean the period beginning on and ending on . The shares of this Performance-Based Award will immediately vest on the third (3rd) business day following certification of achievement of the specified milestone (as defined below) by the Compensation Committee of the Board (the “Vesting Date”), provided that the Vesting Date occurs prior to the end of the Performance Period and you are a Service Provider as of such date. Notwithstanding the foregoing, in the event that (i) On under the Determination Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (or any successor policy) and any shares covered by your Award would, but for this sentence, vest on a day (the “Original Vesting Date, ”) that does not occur during a period when you would be permitted to sell shares as determined by the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination Company in accordance with Section 11 such policy, or (ii) the Original Vesting Date would, but for this sentence, occur at a time when you are in possession of this Award Agreement. Except material non-public information about the Company, and, in either case, you do not have in place as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the PlanOriginal Vesting Date a valid, or provided in your Employment Agreement or in Section 3 Company-approved 10b5-1 sales plan sufficient to generate proceeds adequate to pay income and other taxes due as a result of this Award Agreementsuch vesting, the delivery of Shares with respect to the Performance Awards is contingent then such shares shall not vest on such Original Vesting Date and shall instead vest on the attainment first day that you are no longer in possession of the Performance Goals as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement unless the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awards, you must be employed by material non-public information about the Company or an Affiliate on [Day after end of performance period]. (ii) In the event thatfirst day the Company’s “trading window” applicable to you pursuant to such policy permits you to sell such shares, prior to [Day after end of performance period], as applicable. Shares acquired by you commence an unpaid leave of absence that have vested in accordance with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as Vesting Schedule set forth in your Employment Agreement the Grant Notice and this Section 4(a) or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 any other provision of the year following the year in which Plan are “ Vested Shares.” Shares acquired by you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise set forth in Section 3 (b), your entitlement to receive Shares pursuant to this Agreement that are not Vested Shares are “Unvested Shares.” The specified milestone for this Performance-Based Award is defined as . If the Vesting Date has not been achieved within the Performance Period, then none of shares of this Performance-Based Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) vest and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive such Unvested Shares pursuant to this Award shall be determined based on forfeited and returned to the achievement of the Performance Goals set forth on Schedule A.Plan as described in Section 5.

Performance-Based Vesting. (i) On each Vesting Date, you shall have the opportunity to vest in the RSUs subject to this Award Agreement as set forth below. September 2, 2012 20 % 17,000 September 2, 2013 20 % 17,000 September 2, 2014 20 % 17,000 September 2, 2015 20 % 17,000 September 2, 2016 20 % 17,000 On each Determination Date, the Committee shall determine whether the Performance Goals have Goal has been attained for the applicable Performance Evaluation Period and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares with respect to the Performance Awards RSUs is contingent on the attainment of the Performance Goals as set forth on Schedule A. Goal. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards RSUs subject to this Award Agreement unless the Committee determines that the Performance Goals have Goal has been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment in the form of Shares equal to that percentage of the target amount of the Performance Awards RSUs as corresponds to the Performance Goals attained as set forth on Schedule A. applicable Vesting Date. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awardsa tranche of RSUs, you must be employed by the Company or an Affiliate one of its Subsidiaries on [Day after end of performance period]the applicable Vesting Date. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] the last Vesting Date under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise set forth in Section 3 (b)Agreement, your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(whichAgreement. If you remain employed until the applicable Vesting Date, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In in the event that your employment the Performance Goal has not been achieved prior to such Vesting Date but is terminated achieved following such Vesting Date, the RSUs that would otherwise have vested on or such Vesting Date will vest and be settled as promptly as practicable after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement applicable Determination Date but in no event later than March 15 of the year following the year in which the applicable Performance Goals set forth on Schedule A.Goal is satisfied.

Performance-Based Vesting. (i) On each Service Completion Date, the service requirements with respect to the portion of the RSUs specified in the table below shall lapse. On each Determination Date, the Committee shall determine whether the Performance Goals have Goal has been attained achieved for the applicable Performance Period and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares with respect to the Performance Awards RSUs is contingent on the attainment of the Performance Goals Goal as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion in accordance with Section 6(e) of the Plan or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement RSUs unless the Committee determines that the Performance Goals have Goal has been attainedachieved. October [•], 2018 25% [•] Upon such a determination by the Committee that the Performance Goal has been achieved, and subject to the provisions of the Plan and this Award Agreement, on each Vesting Date, if you shall have remain employed by the right Company until the applicable Service Completion Date, the RSUs subject to payment of that this Award Agreement will become fully vested and nonforfeitable in an amount equal to the percentage of the target amount of the Performance Awards RSUs as corresponds to the Performance Goals attained applicable Service Completion Date, as set forth indicated above. Shares will be provided to you as settlement of any vested RSUs on Schedule A. the applicable Settlement Date, as provided in this Award Agreement. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion in accordance with Section 6(e) of the Plan or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any RSUs, the Committee must determine that the Performance Awards, Goal has been achieved and you must be employed by the Company or an Affiliate on [Day after end the applicable Service Completion Date. For the avoidance of performance period]doubt, if the Committee determines on the first Determination Date that the Performance Goal has not been satisfied, the portion of the RSUs corresponding to the first Service Completion Date will remain unvested and outstanding and, provided that the Committee determines that the Performance Goal has been achieved on the second Determination Date, such RSUs will vest on the second Vesting Date, along with the second portion of the RSUs. (ii) In the event that, prior to [Day after end of performance period]the final Vesting Date, you commence an unpaid a leave of absence (whether paid or unpaid) in accordance with the Company’s policies as in effect from time to time, your Performance Awards RSUs will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise set forth in Section 3 (b), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares with respect to the Performance Awards is contingent on the attainment of the Performance Goals as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement unless the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awards, you must be employed by the Company or an Affiliate on [Day after end of performance period]. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for For purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the sixPerformance-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such datesBased Award, the “Final Return Performance Period” shall mean the period beginning on and ending on . The shares of this Performance-Based Award will immediately vest on the third (3rd) business day following certification of achievement of the specified milestone (as defined below) by the Compensation Committee of the Board (the “Vesting Date”). Therefore, provided in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as Vesting Schedule set forth in your Employment Agreement or as otherwise determined by Grant Notice; provided, that the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and Vesting Date occurs prior to the earlier of your Termination of Service or the end of the Performance Period. Notwithstanding the foregoing, in the event that (xi) under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (or any successor policy) and any shares covered by your Award would, but for this sentence, vest on a day (the “Original Vest Date”) that does not occur during a period when you would be permitted to sell shares as determined by the Company in accordance with such policy, or (ii) the expiration or termination Original Vest Date would, but for this sentence, occur at a time when you are in possession of material non-public information about the Company, and, in either case, you do not have in place as of the Original Vest Date a valid, Company-approved 10b5-1 sales plan sufficient to generate proceeds adequate to pay income and other taxes due as a result of such Employment Agreement vesting, then such shares shall not vest on such Original Vest Date and (y) [Day after end of performance period], shall instead vest on the Company determines first day that you shall are no longer be required to perform services for in possession of material non-public information about the Company or its Affiliates the first day the Company’s “trading window” applicable to you pursuant to such policy permits you to sell such shares, as specified applicable. Shares acquired by you that have vested in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply accordance with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise Vesting Schedule set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause Grant Notice and this Section 4 or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] under any other provision of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise set forth in Section 3 (b), your entitlement to receive Plan are “ Vested Shares.” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “Unvested Shares.” The specified milestone for this Performance-Based Award is defined as . If the Vesting Date has not been achieved within the Performance Period, then none of shares of this Performance-Based Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) vest and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive such Unvested Shares pursuant to this Award shall be determined based on forfeited and returned to the achievement of the Performance Goals set forth on Schedule A.Plan as described in Section 5.

Performance-Based Vesting. The vesting of your rights with respect to four fifths (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e4/5) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, (the delivery of Shares with respect to the Performance Awards “Performance-Based Award”) is contingent on the attainment of the Performance Goals as performance goals set forth on Schedule A. Exhibit A to this Award Agreement (the “Performance Criteria”). Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment your rights with respect to the Performance Awards subject to this Performance-Based Award Agreement will not become vested on the Determination Date unless the Committee determines that the Performance Goals Criteria with respect to the Performance Period have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement 6 and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment for any of your rights with respect to any Performance Awardsthe Performance-Based Award to become vested on the Determination Date, you must be employed by the Company ALC or an Affiliate on [Day after end the Determination Date. If, on the Determination Date, the Committee determines in its sole discretion that any of performance period]. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance your rights with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant respect to the terms of this Section 3(a)(ii). Solely for purposes of this Performance-Based Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretionunvested, your rights with respect to your Performance Awards will such Stock Options/SARs shall immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For If the avoidance Committee determines that the threshold level Performance Criteria specified in Exhibit A has been attained for the Performance Period, the Committee will then determine the whole number of doubtStock Options/SARs that vest on the Determination Date, except as otherwise set forth in your Employment Agreement, in no event will up to the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) maximum number listed on the first page of this Award Agreement. (iv) In , using the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise formula set forth in Section 3 (b)Exhibit A. Unless earlier terminated, your entitlement any Stock Options/SARs included in the Performance-Based Award that the Committee determines to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement vested as of the Performance Goals set forth Determination Date shall become exercisable as follows: one-third of the Shares covered thereby (rounded up to the next whole Share) on Schedule A.March 15, 2013, an additional one-third of such Shares (rounded up to the next whole Share) on March 15, 2014, and the remainder of such Shares on March 15, 2015, subject in each case to the prior termination of the Stock Option/SAR.

Performance-Based Vesting. the vesting of your rights with respect to four fifths (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e4/5) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, (the delivery of Shares with respect to the Performance Awards “Performance-Based Award”) is contingent on the attainment of the Performance Goals as performance goals set forth on Schedule A. Exhibit A to this Award Agreement (the “Performance Criteria”). Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment your rights with respect to the Performance Awards subject to this Performance-Based Award Agreement will not become vested on the Determination Date unless the Committee determines that the Performance Goals Criteria with respect to the Performance Period have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement 6 and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment for any of your rights with respect to any Performance Awardsthe Performance-Based Award to become vested on the Determination Date, you must be employed by the Company ALC or an Affiliate on [Day after end the Determination Date. If, on the Determination Date, the Committee determines in its sole discretion that any of performance period]. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance your rights with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant respect to the terms of this Section 3(a)(ii). Solely for purposes of this Performance-Based Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretionunvested, your rights with respect to your Performance Awards will such Stock Options/SARs shall immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For If the avoidance Committee determines that the threshold level Performance Criteria specified in Exhibit A has been attained for the Performance Period, the Committee will then determine the whole number of doubtStock Options/SARs that vest on the Determination Date, except as otherwise set forth in your Employment Agreement, in no event will up to the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) maximum number listed on the first page of this Award Agreement. (iv) In , using the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise formula set forth in Section 3 (b)Exhibit A. Unless earlier terminated, your entitlement any Stock Options/SARs included in the the Performance-Based Award that the Committee determines to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement vested as of the Performance Goals set forth Determination Date shall become exercisable as follows: one-third of the Shares covered thereby (rounded up to the next whole Share) on Schedule A.March 3, 2011, an additional one-third of such Shares (rounded up to the next whole Share) on March 3, 2012, and the remainder of such Shares on March 3, 2013, subject in each case to the prior termination of the Stock Option/SAR.

Performance-Based Vesting. (i) On each Service Completion Date, the service requirements with respect to the portion of the Restricted Shares specified in the table below. On each Determination Date, the Committee shall determine whether the Performance Goals have Goal has been attained achieved for the applicable Performance Period and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, vesting of the delivery of Restricted Shares with respect to the Performance Awards is contingent on the attainment of the Performance Goals Goal as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion in accordance with Section 6(e) of the Plan or provided in your Employment Agreement or in Section 3 of this Award Agreement, you your Restricted Shares will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement vest unless the Committee determines that the Performance Goals have Goal has been attainedachieved. October [•], 2018 25% [•] Upon such a determination by the Committee that the Performance Goal has been achieved, and subject to the provisions of the Plan and this Award Agreement, on each Vesting Date, if you remain employed by the Company until the applicable Service Completion Date, the Restricted Shares subject to this Award Agreement will become fully vested and nonforfeitable, and the restrictions set forth in this Award Agreement shall have lapse, in an amount equal to the right to payment of that percentage of the target amount of the Performance Awards Restricted Shares as corresponds to the Performance Goals attained applicable Service Completion Date, as set forth on Schedule A. indicated above. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion in accordance with Section 6(e) of the Plan or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order for any Restricted Shares to be entitled vest and the restrictions thereon set forth in this Award Agreement to payment with respect to any lapse, the Committee must determine that the Performance Awards, Goal has been achieved and you must be employed by the Company or an Affiliate on [Day after end the applicable Service Completion Date. For the avoidance of performance period]doubt, if the Committee determines on the first Determination Date that the Performance Goal has not been satisfied, the portion of the Restricted Shares corresponding to the first Service Completion Date will remain unvested and outstanding and, provided that the Committee determines that the Performance Goal has been achieved on the second Determination Date, such Restricted Shares will vest on the second Vesting Date, along with the second portion of the Restricted Shares. (ii) In the event that, prior to [Day after end of performance period]the final Vesting Date, you commence an unpaid a leave of absence (whether paid or unpaid) in accordance with the Company’s policies as in effect from time to time, your Performance Awards Restricted Shares will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise set forth in Section 3 (b), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

Performance-Based Vesting. The vesting of your rights with respect to four fifths (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e4/5) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, (the delivery of Shares with respect to the Performance Awards “Performance-Based Award”) is contingent on the attainment of the Performance Goals as performance goals set forth on Schedule A. Exhibit A to this Award Agreement (the “Performance Criteria”). Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment your rights with respect to the Performance Awards subject to this Performance-Based Award Agreement will not become vested on the Determination Date unless the Committee determines that the Performance Goals Criteria with respect to the Performance Period have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement 6 and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment for any of your rights with respect to any Performance Awardsthe Performance-Based Award to become vested on the Determination Date, you must be employed by the Company ALC or an Affiliate on [Day after end the Determination Date. If, on the Determination Date, the Committee determines in its sole discretion that any of performance period]. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance your rights with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant respect to the terms of this Section 3(a)(ii). Solely for purposes of this Performance-Based Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretionunvested, your rights with respect to your Performance Awards will such Stock Options/SARs shall immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For If the avoidance Committee determines that the threshold level Performance Criteria specified in Exhibit A has been attained for the Performance Period, the Committee will then determine the whole number of doubtStock Options/SARs that vest on the Determination Date, except as otherwise set forth in your Employment Agreement, in no event will up to the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) maximum number listed on the first page of this Award Agreement. (iv) In , using the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise formula set forth in Section 3 (b)Exhibit A. Unless earlier terminated, your entitlement any Stock Options/SARs included in the the Performance-Based Award that the Committee determines to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement vested as of the Performance Goals set forth Determination Date shall become exercisable as follows: one-third of the Shares covered thereby (rounded up to the next whole Share) on Schedule A.March 2, 2012, an additional one-third of such Shares (rounded up to the next whole Share) on March 2, 2013, and the remainder of such Shares on March 2, 2014, subject in each case to the prior termination of the Stock Option/SAR.

Performance-Based Vesting. the vesting of your rights with respect to nine elevenths (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e9/11) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, (the delivery of Shares with respect to the Performance Awards “Performance-Based Award”) is contingent on the attainment of the Performance Goals as performance goals set forth on Schedule A. Exhibit A to this Award Agreement (the “Performance Criteria”). Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment your rights with respect to the Performance Awards subject to this Performance-Based Award Agreement will not become vested on the Determination Date unless the Committee determines that the Performance Goals Criteria with respect to the Performance Period have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement 6 and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment for any of your rights with respect to any Performance Awardsthe Performance-Based Award to become vested on the Determination Date, you must be employed by the Company ALC or an Affiliate on [Day after end the Determination Date. If, on the Determination Date, the Committee determines in its sole discretion that any of performance period]. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance your rights with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant respect to the terms of this Section 3(a)(ii). Solely for purposes of this Performance-Based Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretionunvested, your rights with respect to your Performance Awards will such Stock Options/SARs shall immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For If the avoidance Committee determines that the threshold level Performance Criteria specified in Exhibit A has been attained for the Performance Period, the Committee will then determine the whole number of doubtStock Options/SARs that vest on the Determination Date, except as otherwise set forth in your Employment Agreement, in no event will up to the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) maximum number listed on the first page of this Award Agreement. (iv) In , using the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise formula set forth in Section 3 (b)Exhibit A. Unless earlier terminated, your entitlement any Stock Options/SARs included in the the Performance-Based Award that the Committee determines to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement vested as of the Performance Goals set forth Determination Date shall become exercisable as follows: one-third of the Shares covered thereby (rounded up to the next whole Share) on Schedule A.March 3, 2011, an additional one-third of such Shares (rounded up to the next whole Share) on March 3, 2012, and the remainder of such Shares on March 3, 2013, subject in each case to the prior termination of the Stock Option/SAR.

Performance-Based Vesting. (i) On each Vesting Date, you shall have the opportunity to vest in the RSUs subject to this Award Agreement as set forth below. Scheduled Vesting Date Approximate Percentage Eligible to Vest on Such Date Number of RSUs Eligible to Vest on Such Date On each Determination Date, the Committee shall determine whether the Performance Goals have Goal has been attained for the applicable Performance Evaluation Period and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares or cash with respect to the Performance Awards RSUs is contingent on the attainment of the Performance Goals as set forth on Schedule A. Goal. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards RSUs subject to this Award Agreement unless the Committee determines that the Performance Goals have Goal has been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment in the form of Shares, cash or a combination thereof equal to that percentage of the target amount of the Performance Awards RSUs as corresponds to the Performance Goals attained as set forth on Schedule A. applicable Vesting Date. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awardsa tranche of RSUs, you must be employed by the Company or an Affiliate on [Day after end one of performance period]. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding Subsidiaries on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return applicable Vesting Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise set forth in Section 3 (b), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goals have Goal has been attained achieved and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares with respect to the Performance Awards RSUs is contingent on the attainment of the Performance Goals Goal as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion in accordance with Section 6(e) of the Plan or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement RSUs unless the Committee determines that the Performance Goals have Goal has been attainedachieved. Upon such a determination by the Committee that the Performance Goal has been achieved, and subject to the provisions of the Plan and this Award Agreement, on each Vesting Date, if you remain employed by the Company, the RSUs subject to this Award Agreement will become fully vested and nonforfeitable as set forth below. On the Determination Date, the first portion of the RSUs, as indicated above, will vest and you shall have the right to payment in the form of Shares equal to that percentage portion of the target amount RSUs. The subsequent portions of RSUs will then each vest on the Performance Awards applicable Vesting Date, as corresponds indicated above. Shares will be provided to you as settlement of any vested RSUs on the Performance Goals attained applicable Settlement Date, as set forth on Schedule A. provided in this Award Agreement. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion in accordance with Section 6(e) of the Plan or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any RSUs, the Committee must determine that the Performance Awards, Goal has been achieved and you must be employed by the Company or an Affiliate on [Day after end of performance period]the applicable Vesting Date. (ii) In the event that, prior to [Day after end of performance period]the final Vesting Date, you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Awards RSUs will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise set forth in Section 3 (b), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 10 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery payment of Shares cash with respect to the Performance Awards Cash Award is contingent on the attainment of the Performance Goals as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards Cash Award subject to this Award Agreement unless the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards Cash Award as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any the Performance AwardsCash Award, you must be employed by the Company or an Affiliate on [Day after end of performance period]January 1, 2014. (ii) In the event that, prior to [Day after end of performance period]January 1, 2014, you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Awards Cash Award will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are Cash Award is outstanding on the date your unpaid leave of absence began, such Performance Awards Cash Award will remain outstanding until the Final Return Date and, if the Performance Cash Award would otherwise be settled paid during that period had you not been on a leave of absence, will be settled paid on the date that such Performance Awards Cash Award would have otherwise been settledpaid. If you return to active employment prior to the Final Return Date, your Performance Awards Cash Award will remain outstanding following that date in accordance with their its terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards Cash Award will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period]January 1, 2014, the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards Cash Award will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] January 1, 2014 under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise the provisions set forth in Section 3 (b), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for on the avoidance treatment of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) equity-based compensation upon such termination of your Employment Agreement)]employment, will be deemed to apply to the treatment of this Performance Cash Award. In the event that your employment is terminated on or after [Day after end of performance period]January 1, 2014, your entitlement to receive Shares be paid pursuant to this Performance Cash Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares with respect to the Performance Awards is contingent on the attainment of the Performance Goals as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement unless the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awards, you must be employed by the Company or an Affiliate on [Day after end final day of performance period]. (ii) In the event that, prior to [Day after end final day of performance period], you commence an unpaid a leave of absence (whether paid or unpaid) in accordance with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end final day of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment AgreementAgreement (but, for the avoidance of doubt, excluding any terms requiring you to perform such services as the Company has determined you are no longer required to perform), solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end final day of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacityincapacity, Deathdeath, Involuntary Termination involuntary termination or Termination termination for Good Reasongood reason), except as otherwise set forth in Section 3 (b3(b), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end final day of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

Performance-Based Vesting. (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, the delivery of Shares with respect to the Performance Awards is contingent on the attainment of the Performance Goals as set forth on Schedule A. Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment with respect to the Performance Awards subject to this Award Agreement unless the Committee determines that the Performance Goals have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment with respect to any Performance Awards, you must be employed by the Company or an Affiliate on [Day after end of performance period]January 1, 2014. (ii) In the event that, prior to [Day after end of performance period]January 1, 2014, you commence an unpaid leave of absence in accordance with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant to the terms of this Section 3(a)(ii). Solely for purposes of this Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretion, your rights with respect to your Performance Awards will immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period]January 1, 2014, the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For the avoidance of doubt, except as otherwise set forth in your Employment Agreement, in no event will the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) of this Award Agreement. (iv) In the event that your employment with the Company is terminated prior to [Day after end of performance period] January 1, 2014 under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise set forth in Section 3 (b), your entitlement to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period]January 1, 2014, your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement of the Performance Goals set forth on Schedule A.

Performance-Based Vesting. the vesting of your rights with respect to four fifths (i) On the Determination Date, the Committee shall determine whether the Performance Goals have been attained and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to Section 6(e4/5) of the Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, (the delivery of Shares with respect to the Performance Awards “Performance-Based Award”) is contingent on the attainment of the Performance Goals as performance goals set forth on Schedule A. Exhibit A to this Award Agreement (the “Performance Criteria”). Accordingly, unless otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, you will not become entitled to payment your rights with respect to the Performance Awards subject to this Performance-Based Award Agreement will not become vested on the Determination Date unless the Committee determines that the Performance Goals Criteria with respect to the Performance Period have been attained. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, you shall have the right to payment of that percentage of the target amount of the Performance Awards as corresponds to the Performance Goals attained as set forth on Schedule A. Furthermore, pursuant to Section 4 of this Award Agreement 6 and except as otherwise determined by the Committee in its sole discretion or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order to be entitled to payment for any of your rights with respect to any Performance Awardsthe Performance-Based Award to become vested on the Determination Date, you must be employed by the Company ALC or an Affiliate on [Day after end the Determination Date. If, on the Determination Date, the Committee determines in its sole discretion that any of performance period]. (ii) In the event that, prior to [Day after end of performance period], you commence an unpaid leave of absence in accordance your rights with the Company’s policies as in effect from time to time, your Performance Awards will remain outstanding pursuant respect to the terms of this Section 3(a)(ii). Solely for purposes of this Performance-Based Award Agreement, your employment with the Company and its Affiliates will be deemed to continue until the earlier of (A) the six-month anniversary of the date that your unpaid leave of absence began and (B) March 15 of the year following the year in which your unpaid leave of absence began (the earlier of such dates, the “Final Return Date”). Therefore, in the event your Performance Awards are outstanding on the date your unpaid leave of absence began, such Performance Awards will remain outstanding until the Final Return Date and, if the Performance Award would otherwise be settled during that period had you not been on a leave of absence, will be settled on the date that such Performance Awards would have otherwise been settled. If you return to active employment prior to the Final Return Date, your Performance Awards will remain outstanding following that date in accordance with their terms. In the event that you do not return to active employment with the Company or its Affiliates prior to the Final Return Date, then except as set forth in your Employment Agreement or as otherwise determined by the Committee in its discretionunvested, your rights with respect to your Performance Awards will such Stock Options/SARs shall immediately terminate upon the Final Return Date, and you will be entitled to no further payments or benefits with respect thereto. (iii) In the event that your employment with the Company is subject to an Employment Agreement, and prior to the earlier of (x) the expiration or termination of such Employment Agreement and (y) [Day after end of performance period], the Company determines that you shall no longer be required to perform services for the Company or its Affiliates as specified in your Employment Agreement even though your Employment Agreement will remain in effect until its scheduled expiration date, then provided that you continue to comply with the terms of your Employment Agreement, solely for purposes of Sections 3 and 4 of this Award Agreement, you will be deemed to remain employed until the earlier of (A) the scheduled expiration date of your Employment Agreement and (B) March 15 of the year following the year in which you ceased to perform services for the Company and its Affiliates. Upon the earlier of the events described in clauses (A) and (B) of the immediately preceding sentence, your employment with the Company and its Affiliates will be deemed to terminate, and your rights with respect to your outstanding Performance Awards will terminate, and you will be entitled to no further payments or benefits with respect thereto. For If the avoidance Committee determines that the threshold level Performance Goal specified in Exhibit A has been attained for the Performance Period, the Committee will then determine the whole number of doubtStock Options/SARs that vest on the Determination Date, except as otherwise set forth in your Employment Agreement, in no event will up to the scheduled expiration of your Employment Agreement be deemed to be a termination of your employment without cause or for good reason for purposes of Section 3(b) maximum number listed on the first page of this Award Agreement. (iv) In , using the event that your employment with the Company is terminated prior to [Day after end of performance period] under any of the circumstances described in your Employment Agreement (such as Incapacity, Death, Involuntary Termination or Termination for Good Reason), except as otherwise formula set forth in Section 3 (b)Exhibit A. Unless earlier terminated, your entitlement any Stock Options/SARs included in the the Performance-Based Award that the Committee determines to receive Shares pursuant to this Award shall be governed by the relevant section of your Employment Agreement [(which, for the avoidance of doubt, includes the provisions of Paragraph 4.b(iii) and Paragraph 4.b(iv) of your Employment Agreement)]. In the event that your employment is terminated on or after [Day after end of performance period], your entitlement to receive Shares pursuant to this Award shall be determined based on the achievement vested as of the Performance Goals set forth Determination Date shall become exercisable as follows: one-third of the Shares covered thereby (rounded up to the next whole Share) on Schedule A.February 22, 2010, an additional one-third of such Shares (rounded up to the next whole Share) on February 22, 2011, and the remainder of such Shares on February 22, 2012, subject in each case to the prior termination of the Stock Option/SAR.