Common use of Vesting and Settlement of Restricted Stock Units Clause in Contracts

Vesting and Settlement of Restricted Stock Units. The Award vests and becomes non-forfeitable, subject to the calculation of the Settlement Amount (as defined below), in one installment of 100% of the Award on the last day of the Performance Period (the "Vesting Date"), provided that the Grantee remained in the continuous employ of the Company through the end of the Performance Period. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to the number of Restricted Stock Units specified in Section 1 above, on or before March 15th of the year immediately following the end of the Performance Period (such date of distribution, the "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject forfeitable in installments equal to twenty percent (20%) multiplied by the calculation initial number of Restricted Stock Units specified in Section 1 of this Agreement on each of the Settlement Amount following dates; ____________, __________, ____________ and ___________ (as defined below)each such date, in one installment of 100% of the Award on the last day of the Performance Period (the a "Vesting Date"), provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to _________percent (___%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on the following dates, or before March 15th of the year immediately following the end of the Performance Period as soon thereafter as is reasonably practicable; ____________, __________, ____________ and ___________ (each such date of distribution, the a "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) deliver to the Grantee a certificate representing the number of Shares transferred to the Grantee as of that Settlement Date. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:):

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject to the calculation of the Settlement Amount (as defined below), forfeitable in one installment of 100% of the Award on the last day of the Performance Period (the "Vesting Date"), provided that the Grantee remained in the continuous employ of the Company through the end of the Performance Period. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares installments equal to _________ percent (_____%) multiplied by the initial number of Restricted Stock Units specified in Section 1 aboveof this Agreement on ________, 20__, ______________ percent (_____%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement on ________, 20__, and _______________ percent (_____%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement on ______, 20__. Each specified date shall be a "Vesting Date," provided that the Grantee remains in the continuous employ of the Company and is an employee of the Company on the Vesting Date. Restricted Stock Units shall be settled solely in cash. The Company shall distribute to the Grantee on each of the Vesting Dates or before as soon thereafter as practicable, but in no event later than March 15th of the year immediately following the end of year in which the Performance Period applicable Vesting Date occurs (each such date of distribution, the a "Settlement Date"), an amount equal to the Fair Market Value on the Vesting Date of one Share for each Restricted Stock Unit vesting as of the Vesting Date. Amounts paid to the Grantee in settlement of Restricted Stock Units shall be referred to herein as Settlement Amounts. Settlement Amounts shall be calculated in U.S. dollars. Settlement Amounts may be paid in U.S. dollars or in the currency of the country in which the Grantee resides by the Company or its Affiliate. If applicable, the exchange rate reported in the Wall Street Journal on the Vesting Date will be the exchange rate used to convert Settlement Amounts from U.S. dollars into another currency. The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agentAmount. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares Settlement Amounts shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:):

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject forfeitable in installments equal to twenty percent (20%) multiplied by the calculation initial number of Restricted Stock Units specified in Section 1 of this Agreement on each of the Settlement Amount following dates; __________________________________________________________, (as defined below)each such date, in one installment of 100% of the Award on the last day of the Performance Period (the a "Vesting Date"), provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to twenty percent (20%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on the following dates, or before March 15th of the year immediately following the end of the Performance Period as soon thereafter as is reasonably practicable; ___________________________________________________________ (each such date of distribution, the a "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a brokerage account designated by the Grantee. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:):

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject forfeitable in installments equal to thirty-three and thirty-three tenths of a percent (33.33%) multiplied by the calculation initial number of Restricted Stock Units specified in Section 1 of this Agreement on __________; thirty-three and thirty-four tenths of a percent (33.34%) multiplied by the Settlement Amount initial number of Restricted Stock Units specified in Section 1 of this Agreement on __________; and thirty-three and thirty-three tenths of a percent (as defined below), 33.33%) multiplied by the initial number of Restricted Stock Units specified in one installment Section 1 of 100% of the Award this Agreement on the last day of the Performance Period (the __________. Each specified date shall be a "Vesting Date"), ," provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to the number of Restricted Stock Units specified on each Vesting Date, or as soon thereafter as practicable, but in Section 1 above, on or before no event later than March 15th of the year immediately following the end year in which the applicable Vesting Date occurs, one Share for each Restricted Stock Unit vesting as of the Performance Period Vesting Date (each such date of distribution, the a "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:):

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject to forfeitable in _____ installments beginning one year after the calculation of grant date. The award shall be calculated by multiplying the Settlement Amount (as defined below), in one installment of 100% of the Award specified percentage on the last day specified date by the initial number of the Performance Period Restricted Stock Units specified in Section 1 on this Agreement. · Installment One: ____ percent (the _____%) on ____________ · Installment Two: ____ percent (_____%) on ____________ · Installment Three: ____ percent (_____%) on ____________ Each date specified above will be a "Vesting Date"), ," provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to ________ percent (_________%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on _____________, ____________ percent (_____%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on __________, and ___________ percent (_____%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on _______, or before as soon thereafter as practicable, but in no event later than March 15th of the year immediately following the end of year in which the Performance Period applicable Vesting Date occurs (each such date of distribution, the a "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) deliver to the Grantee a certificate representing the number of Shares transferred to the Grantee as of that Settlement Date. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:):

Vesting and Settlement of Restricted Stock Units. The Award vests and becomes non-forfeitable, subject to the calculation of the Settlement Amount (as defined below), in one installment of 100% of the Award on the last day upon attainment of the Performance Period Goal shown in Exhibit A (the "Vesting Date"), provided that the Grantee remained in the continuous employ of the Company through the end of Vesting Date. In the event that the Performance PeriodPeriod expires and the Performance Goal is not achieved, the Award shall expire and be cancelled. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to the number of Restricted Stock Units specified in Section 1 above, on or before March 15th of the year immediately following the end of the Performance Period thirteenth month following the Vesting Date (such date of distribution, the "Settlement Date"). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may will be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events all Restricted Stock Units granted hereunder shall vest terminate and become nonforfeitable and Shares shall be distributed to forfeited upon the occurrence of any of the following events: Xxxxxxx’s becoming disabled, as defined by Section 409A of the Code; Xxxxxxx’s death; or the termination of the Grantee's employment for any reason or no reason. The Committee may, estatein its sole discretion, guardian at any time, (including if the Grantee’s employment with the Company terminates for any reason), immediately vest all or designated beneficiary any portion of the Grantee as the case may be, in settlement of Restricted Stock Units granted hereunder, with respect to a settlement date occurring as determined by the events Committee, or if not so specified, upon achievement of the Performance Goal as otherwise set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:herein.

Vesting and Settlement of Restricted Stock Units. The Award vests shall vest and becomes become non-forfeitable, subject forfeitable in installments equal to twenty percent (20%) multiplied by the calculation initial number of Restricted Stock Units specified in Section 1 of this Agreement on each of the Settlement Amount following dates; ___, ___, ___, ___, ___(as defined below)each such date, in one installment of 100% of the Award on the last day of the Performance Period (the "a “Vesting Date"”), provided that the Grantee remained remains in the continuous employ of the Company through the end and is an employee of the Performance PeriodCompany on the Vesting Date. Restricted Stock Units shall be settled on the basis of one Share for each vested Restricted Stock Unit. The Company shall distribute to the Grantee Shares equal to twenty percent (20%) multiplied by the number of initial Restricted Stock Units specified in Section 1 above, on the following dates, or before March 15th of the year immediately following the end of the Performance Period as soon thereafter as is reasonably practicable; ___, ___, ___, ___, ___(each such date of distribution, the "a “Settlement Date"”). The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of one Share for each Restricted Stock Unit. On the Settlement Date(s), the Company shall may, at its election, either (i) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a book-entry account in the name of the Grantee held by the Company’s transfer agent; or (ii) credit the number of Shares to be distributed to the Grantee as of that Settlement Date to a brokerage account designated by the Grantee. In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code. The settlement of an Award for any Grantee may be as much as __________ the number of Restricted Stock Units specified in Section 1 above or as little as zero depending upon achieved results calculated on the basis set forth in Exhibit A to this Agreement (as so calculated, the “Settlement Amount”); provided, that the Company may, in its discretion, adjust a Grantee’s Settlement Amount after consideration of other business factors, including overall performance of the Company and the individual Grantee’s contribution to Company performance. Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Shares shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units with respect to the events set forth in sections (a) through (d) below, as soon as reasonably practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s), and with respect to the events described in (e) below as described therein:):