Common use of Vesting Provision Clause in Contracts

Vesting Provision. Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement, and certain holding periods as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors: The target performance goal for initial vesting is the achievement in the year 2010 of pre-tax adjusted operating earnings, not including restructuring, impairment and pension amortization of ______ (“Performance Goal”). Fifty per cent of the Target Award shall be earned upon achievement of threshold performance, and a greater number of shares can be earned upon achievement of over-target performance, up to a maximum of One Hundred Fifty per cent of the Target Award. Upon achievement of no less than the threshold Performance Goal, 25% of the eligible Restricted Stock will vest following public announcement of the Company’s earnings with respect to the 2010 fiscal year end financial statements, and the approval of the Compensation Committee. Thereafter, on the second anniversary of the Award Date, an additional 25% of the eligible Restricted Stock will vest, and on the third anniversary of the Award Date, the remaining 50% of the eligible Restricted Stock will vest. In the event the minimum threshold Performance Goal is not met by year-end 2010, then all Restricted Stock shall be cancelled. The Compensation Committee shall have the sole authority to determine, in its sole but reasonable discretion, whether the Performance Goal has or has not been achieved. In the event Grantee’s employment with the Company is terminated prior to any vesting date, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that (i) if Grantee leaves the Company due to death or permanent and total disability prior to the end of 2010, then a pro-rated number of shares of Restricted Stock received by Grantee pursuant to this Agreement shall continue to be subject to the vesting provision, and (ii) if Grantee leaves the Company due to death or permanent and total disability after the end of 2010 and at least threshold performance was achieved for 2010, then all eligible shares of Restricted Stock shall continue to vest according to the vesting schedule described herein.

Vesting Provision. Grantee’s interest in the Restricted Stock shall vest in accordance with performance achievement, and certain holding periods as follows, and as adopted by the Company’s Compensation Committee of the Board of Directors: : (i) Target performance goals and superior performance goals have been established for each of the twelve fiscal quarters of the Company, commencing with the Company’s fourth fiscal quarter of 2013, receipt of which is acknowledged by the Granttee. The target performance goal for initial vesting is the achievement in the year 2010 of pre-tax adjusted operating earnings, not including restructuring, impairment and pension amortization of ______ (“Quarterly Target Performance Goal”). Fifty per cent ) and the superior performance goal (“Quarterly Superior Performance Goal”) for each such fiscal quarter have been established based on the leverage ratio covenant, as defined and set forth in the First Lien Credit Agreement (the “First Lien Credit Agreement”) dated as of August 1, 2013 among the Company, various financial institutions and other persons from time to time parties thereto, as Lenders, and Silver Point Finance, LLC, as the Administrative Agent. (ii) One twelfth of the Target Award (in each case, a “Quarterly Award”) will be subject to earning for each fiscal quarter, and will be earned if the Quarterly Target Performance Goal for such fiscal quarter is achieved. If earned, such Quarterly Award shall be earned upon achievement following public announcement of threshold performancethe Company’s earnings with respect to such fiscal quarter end financial statements, and a greater number of shares can be earned upon achievement of over-target performance, up to a maximum of One Hundred Fifty per cent the approval of the Target AwardCompensation Committee. Upon achievement Subject to the provisions of no less than the threshold Performance GoalSections 2(a)(iv) through 2(a)(vi) of this Agreement, 25% of the eligible Restricted Stock will any Quarterly Award earned under this Agreement shall vest following public announcement of the Company’s earnings with respect to the 2010 third fiscal year quarter of 2016 end financial statements, and the approval of the Compensation Committee. Thereafter, on . (iii) If for any fiscal quarter the second anniversary of the Award Date, an additional 25% of the eligible Restricted Stock will vest, and on the third anniversary of the Award Date, the remaining 50% of the eligible Restricted Stock will vest. In the event the minimum threshold Quarterly Target Performance Goal is not met by year-achieved, then the Quarterly Award for such fiscal quarter shall be immediately forfeited and canceled without any payment therefore following public announcement of the Company’s earnings with respect to such fiscal quarter end 2010financial statements, and the approval of the Compensation Committee. (iv) Notwithstanding anything to the contrary contained in Section 2(a)(ii) above, if at any time the Company achieves the Quarterly Superior Performance Goal for four consecutive fiscal quarters, then all previously earned but unvested Quartery Awards shall vest following public announcement of the Company’s earnings with respect to the fourth consecutive fiscal quarter, and the approval of the Compensation Committee. (v) Notwithstanding anything to the contrary contained in Section 2(a)(ii) above, if the Company fails to meet the leverage ratio covenant under the First Lien Credit Agreement for any of the twelve fiscal quarters contemplated under this Agreement, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be cancelled. The Compensation Committee shall have immediately forfeited and canceled without any payment therefore. (vi) Notwithstanding anything to the sole authority to determinecontrary contained in this Agreement, in its sole but reasonable discretion, whether the Performance Goal has or has not been achieved. In the event Grantee’s employment with the Company is terminated prior to any vesting date, the unvested shares of Restricted Stock granted to Grantee pursuant to this Agreement shall be immediately forfeited and canceled as of his date of termination without any payment therefore; provided, however, that (i) if Grantee leaves the Company as a result of retirement in accordance with the Company’s normal retirement policy, after age 62 with ten years of service, or due to death or permanent and total disability prior to the end of 2010disability, then a pro-rated number of all shares of Restricted Stock received by Grantee pursuant to this Agreement shall continue to be subject to the vesting provisionthat have been earned as of such date, and (iihave not been previously forfeited pursuant Section 2(a)(vi) if Grantee leaves the Company due to death or permanent and total disability after the end of 2010 and at least threshold performance was achieved for 2010above, then all eligible shares of Restricted Stock shall continue to vest according to the vesting schedule described hereinbe immediately vested.