Common use of Performance Shares Clause in Contracts

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that is not vested as of the date of such a Termination of Employment, shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B Performance Shares as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain outstanding as of the last day of the Involuntary Termination Protected Period shall be forfeited immediately following the last day of the Involuntary Termination Protected Period.

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial DividendsDividends paid, if any, with respect to such Class B Performance Shares which have not vested at the time of the dividend payment) that is not vested as of the date of such a Termination of Employment, Employment shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the Involuntary period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period Period”), either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B Performance Shares as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain outstanding as of the last day of the Involuntary Termination Protected D & D Protection Period shall be forfeited immediately following the last day of the Involuntary Termination D & D Protected Period. Notwithstanding anything to the contrary in this Section 6(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested Class B Performance Shares.

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) Option that is not vested as of the date of such a Termination of Employment, Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee, the Employee’s guardian or legal representative, or the Employee’s estate or by a person who acquired the right to exercise such Performance Option by bequest or inheritance or otherwise by reason of the death of the Employee (the “Employee’s Representative”) prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the Involuntary period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period Period”), either (Ix) an Initial Public Offering occurs, or (IIy) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount a portion of the Class B Performance Shares Option as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time portion of the dividend payment) Performance Option that remain remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B to the extent the Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that Option remain outstanding as of the last day of the Involuntary Termination Protected Period D & D Protection Period, it shall be forfeited immediately following the last day of the Involuntary Termination D & D Protected Period. Notwithstanding anything to the contrary in this Section 7(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested portion of the Performance Option. Any portion of the Performance Option that becomes vested pursuant to this Section 7(c)(i)(A) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised by the Employee or the Employee’s Representative prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.

Performance Shares. Except as provided in The Company shall award to the immediately following sentence, no portion Executive 500,000 shares of the Class B common stock of the Company and shares of the common stock of The Meditrust Operating Company which are paired for trading purposes ("Paired Shares") in accordance with the terms described below and the Company's 1995 Share Award Plan (the "Award" of the "Performance Shares" under the "Plan"): (i) the Performance Shares (shall be deemed issued as of the first day of the Term upon payment of the par value thereof to the Company. Subject to the terms of an agreement to be entered into between the Executive and the Company related Custodial Dividendsto the Award (the "Award Agreement"), the Performance Shares shall vest on the third anniversary of the grant date or, if anysooner, the first business day after 30 consecutive days on which the closing price (the "30-Day Closing Price") of a Paired Share equals or exceeds three times the closing price for a Paired Share on March 22, 2000 (the "Benchmark Share Price"). (ii) the Executive shall receive all voting rights and dividends paid with respect to such Class B unvested Performance Shares which have not vested at from the time date of issuance so long as the Executive is an employee of the dividend paymentCompany and the Executive shall have no obligation to return any funds or other property received as dividends or otherwise with respect to the Performance Shares, regardless of whether such shares are vested. (iii) that upon the consummation of a Change in Control, as defined herein, (1) (A) if the Company is the surviving entity and remains a public company, the Performance Shares shall remain in effect; and (B) if the Company is not vested the surviving entity and the common stock of the surviving entity is publicly traded, all unvested Performance Shares shall be converted into shares of common stock of the surviving entity worth, as of the date of such a Termination of Employmentthe Change in Control, the amount that Executive's unvested Performance Shares were worth immediately prior to the Change in Control (based on the public market price paid by the acquiring company per share). The replacement unvested Performance Shares shall become continue to vest at least as soon as they would have vested following had there been no Change in Control; (2) if the date of Termination of Employment. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to Performance Shares do not remain in effect after a Change in Control transaction, then immediately prior to or the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B successor entity does not provide substitute Performance Shares as determined pursuant to Exhibit A (and the related Custodial Dividends paidprovided above, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B all unvested Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain outstanding as of the last day of the Involuntary Termination Protected Period shall be forfeited immediately following the last day of the Involuntary Termination Protected Periodbecome fully vested.

Performance Shares. Except as provided in the immediately following sentence, no portion of the Class B Performance Shares (and the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) Option that is not vested as of the date of such a Termination of Employment, Employment shall become vested following the date of Termination of Employment, and any portion of the Performance Option that is vested as of the date of such Termination of Employment shall be exercised by the Employee, the Employee’s guardian or legal representative, or the Employee’s estate or by a person who acquired the right to exercise such Performance Option by bequest or inheritance or otherwise by reason of the death of the Employee (the “Employee’s Representative”) prior to the earlier of (x) the first anniversary of such Termination of Employment and (y) the scheduled expiration date of the Option. Notwithstanding the foregoing, if during the Involuntary period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “D & D Protected Period Period”), either (Ix) an Initial Public Offering occurs, or (IIy) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount a portion of the Class B Performance Shares Option as determined pursuant to Exhibit A (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) will vest as if the Change in Control or Initial Public Offering, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time portion of the dividend payment) Performance Option that remain remains unvested at such time shall be forfeited. Except as provided in the immediately preceding sentence, all Class B to the extent the Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain Option remains outstanding as of the last day of the Involuntary Termination Protected Period D & D Protection Period, it shall be forfeited immediately following the last day of the Involuntary Termination D & D Protected Period. Notwithstanding anything to the contrary in this Section 7(c), as of the date of a Termination of Employment as a result of an Employee’s death or Permanent Disability, the Committee, in its sole discretion, may provide for the vesting of any then unvested portion of the Performance Option. Any portion of the Performance Option that becomes vested pursuant to this Section 7(c)(i)(A) in connection with an Initial Public Offering or Change in Control may, subject to Section 8 hereof and Section 12 of the Plan, be exercised by the Employee or the Employee’s Representative prior to the earlier of (x) the first anniversary of such Initial Public Offering or Change in Control and (y) the scheduled expiration date of the Option.

Performance Shares. Except as provided in (a) On the immediately following sentenceAward Conversion Date, no portion of Participants who earned an Actual Award during the Class B preceding Performance Period will have an entry made on the Company's books reflecting the Performance Shares (and the related Custodial Dividends, if any, with respect allocable to such Class B Shares which have not vested at the time of the dividend payment) that is not vested as of the date of such a Termination of Employment, shall become vested following the date of Termination of Employment. Notwithstanding the foregoing, if during the Involuntary Termination Protected Period either (I) an Initial Public Offering occurs, or (II) the Company enters into a definitive agreement with respect to a Change in Control transaction, then immediately prior to the effective date of the Initial Public Offering or Change in Control, as applicable (and subject to the consummation of such Initial Public Offering or Change in Control), an amount of the Class B Performance Shares them as determined pursuant to Exhibit Plan Section 6(c). (b) A (and Participant's Performance Shares earned in a given Performance Period will be subject to a Restriction Period of at least thirty six consecutive calendar months beginning on the related Custodial Dividends paid, if any, with respect Award Conversion Date applicable to such Class B Shares which have not vested at shares. During the time of Restriction Period, the dividend payment) will vest as if the Change in Control or Initial Public OfferingParticipant may not, as applicable, had occurred immediately prior to such Termination of Employment and any Class B Performance Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) that remain unvested at such time shall be forfeited. Except except as provided in Plan Section 8(d), receive payment for his or her Performance Shares. (c) For the immediately preceding sentenceRestriction Period applicable to each Performance Period, all Class B the Committee shall establish certain Long-Term Performance Measures that will be used to determine the number of Performance Shares (and that shall be paid to the related Custodial Dividends paidParticipant on the date(s) determined by the Committee which shall be within a reasonable period following the end of the Restriction Period. Notwithstanding anything in this Plan to the contrary, if anythe Committee determines that the Company has satisfied or failed to satisfy the Long-Term Performance Measures, with respect it may, as provided in Plan Section 7(e), increase or decrease the number of Performance Shares credited to the Participant at the beginning, and over the course of the Restriction Period. The Long-Term Performance Measures will be tied to the performance of the Company (in the case of the CEO and CFO, the Committee may also consider the performance of PriMerit Bank) as measured against certain financial criteria and may be specified in absolute terms or specified relative to the performance of a Peer Group (in the case of the CEO and CFO the Committee may also consider the performance of PriMerit Bank). (d) During each Restriction Period, a Participant will receive Dividend Credits equal to the quarterly dividend paid per share of Common Stock, multiplied by the number of Performance Shares then credited to the Participant on the Company's records, and divided by the closing per share value of the Common Stock on the New York Stock Exchange on the date such dividends are paid or the last trading day on the Exchange before such payment. These additional Performance Shares will be subject to the same restrictions as the Performance Shares already credited to the Participant, and such restrictions will lapse at the same time as the restrictions lapse on the Performance Shares granted at the Award Conversion Date. (e) Following the end of a Restriction Period, the Participant shall receive a specific number of shares of Common Stock equal to the total number of Performance Shares allocated to the Participant at the beginning of such Restriction Period plus the Performance Shares credited quarterly through Dividend Credits during the Restriction Period. The total number of shares of Common Stock the Participant is entitled to receive may be modified by up to plus or minus 20% on the basis of how the Company performs (as to the CEO and CFO, the Committee may also consider the performance of PriMerit Bank) during the length of the Restriction Period against the Long-Term Performance Measures established by the Committee for the Restriction Period. Payment of Common Stock pursuant to this paragraph shall occur on the date(s) determined by the Committee which shall be within a reasonable period following the end of the Restriction Period applicable to such Class B Performance Shares. (f) Notwithstanding anything else in this Plan to the contrary, if the Plan is not approved by Southwest Gas Corporation shareholders pursuant to Plan Section 12, the Performance Shares which have shall not vested at entitle the time Participant to receive shares of Common Stock of the dividend payment) that remain outstanding as Company following the end of the last day Restriction Period but shall instead entitle the Participant to receive a cash payment following the end of the Involuntary Termination Protected Period Restriction Period. The cash payment shall equal the fair market value of the shares of Common Stock the Participant would have received hereunder. For this purpose, the fair market value of the Common Stock shall be forfeited immediately following determined using closing per share value of the stock on the New York Stock Exchange on the last trading day on the Exchange of the Involuntary Termination Protected applicable Restriction Period.