Common use of Vesting of Restricted Stock Units Clause in Contracts

Vesting of Restricted Stock Units. The Restricted Stock Units shall vest in three equal installments, with the first installment vesting on December 15 of the year in which the Date of Grant occurs, and the next two installments vesting on December 15 of each of the next two years (each such date, a “Vesting Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of employment occurs prior to a Vesting Date or (ii) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on the next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the proration to be determined by calculating the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by (y) the number of months in the current restricted Vesting Period, multiplied by (B) the total number of Restricted Stock Units that were scheduled to vest on the next scheduled Vesting Date. For purposes of the foregoing calculation, a month is complete on the day in the following month that corresponds to the Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles from the location at which the Grantee performed his or her duties prior to the Change in Control.

Vesting of Restricted Stock Units. The Restricted Stock Units restrictions and conditions in Section 2 of this Agreement shall vest in three equal installments, with the first installment vesting lapse on December 15 of the year in which the Date of Grant occurs, and the next two installments vesting on December 15 of each of the next two years up to one third (each such date, a “Vesting Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i1/3) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of employment occurs prior to a Vesting Date or (ii) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (and related DERseach, a “Fiscal Year”) that would have vested on the next scheduled Vesting Date shall vest on date (the next scheduled “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, with the proration to be determined by calculating the product of (A) the quotient of (x) the number of completed months provided that the Grantee has been employed since is an employee of the Date of Grant Company or the most recent a Subsidiary on such Vesting Date, as applicable, divided by (y) the number of months in the current restricted Vesting Period, multiplied by (B) the total . The actual number of Restricted Stock Units that were scheduled to will vest on a particular Vesting Date will depend on the next scheduled percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: If this % of the Performance Measure is achieved (without rounding): This % of one third (1/3) of the restricted stock units will become vested on the Vesting Date. : Less than 101% 0.00% 101% 10% 102% 20% 103% 30% 104% 40% 105% 50% 106% 60% 107% 70% 108% 80% 109% 90% 110% 100% For purposes of this Section 3, the foregoing calculation“Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a month is complete on diluted basis using the day in the following month that corresponds treasury stock method, all as determined by reference to the Date Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of Grant. For the Performance Measure target amount that was achieved for purposes of this AgreementSection 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, “Good Reason” meansthen such unvested Restricted Stock Units shall automatically and without notice terminate, (a) if be forfeited and become null and void, and neither the Grantee is a party to an employment or a severance agreement with the Company or one nor any of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles from the location at which the Grantee performed his successors, heirs, assigns, or her duties prior to the Change personal representatives will thereafter have any further rights or interests in Controlsuch forfeited Restricted Stock Units.

Vesting of Restricted Stock Units. The Restricted Stock Units shall will vest in three equal installments, with the first installment vesting on December 15 of the year in which the Date of Grant occurs, and the next two installments vesting on December 15 of each of the next two years (each such date, a “Vesting Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due according to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of employment occurs prior to a Vesting Date or (ii) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on the next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the proration to be determined by calculating the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by (y) the number of months in the current restricted Vesting Period, multiplied by (B) the total schedule: General The number of Restricted Stock Units that were scheduled to vest will become eligible for vesting as set forth below will depend upon the Company’s Adjusted Operating Income (or “AOI”) (as defined below) for the Performance Period (as defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the next scheduled Vesting first day of the Company’s 2020 fiscal year (the “Commencement Date”) and end on the last day of the Company’s 2022 fiscal year (the “Anniversary Date”). For Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for purposes of calculating the foregoing calculationCompany’s Adjusted Operating Income. The first to occur of the Anniversary Date, the Closing, or a month Qualifying Termination, is complete on referred to herein as the day in the following month that corresponds “Period End Date.” If Participant’s continuous Service terminates prior to the Period End Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party due to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of 1 This should be 50% of the total Target Number of Restricted Stock Units 2 This should be 200% of the above Target Number of Restricted Stock Units Restricted Stock Units that become Eligible Restricted Stock Units (30as defined below) miles from the location at which the Grantee performed his or her duties will be measured as if Participant’s continuous Service had not terminated. If Participant’s continuous Service terminates prior to the Change in ControlPeriod End Date for any reason (other than as a result of a Qualifying Termination or due to Participant’s Retirement), the Restricted Stock Units will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units. Any Restricted Stock Units that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.

Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse and the relevant portion of this Award shall vest as to (i) as to 50% of the Restricted Stock Units immediately upon the determination of the Board or the Compensation Committee of the Board (the “Committee”) that the sum of (x) the Company’s Revenue Growth Rate plus (y) the Company’s Adjusted EBITDA Margin on a Quarterly Calculation Date for a Measurement Period equals or exceeds 30% (the “Rule of 30”), and (ii) as to the remaining 50% of the Restricted Stock Units on the one year anniversary of the date the Board or the Committee makes such determination; provided that the Grantee remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. If the Board or the Committee determines that the Rule of 30 equals at least 20% but less than 30% on a Quarterly Calculation Date, then (i) 25% of the Restricted Stock Units shall immediately vest on the date of such determination, and (ii) 25% of the Restricted Stock Units shall vest in three equal installments, with on the first installment vesting on December 15 one year anniversary of the year in date of such determination; provided that the Grantee remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. In such case, the remaining 50% of Restricted Stock Units shall only vest if the Board or the Committee determines that the Rule of 30 equals at least 30% on a subsequent Quarterly Calculation Date during the Performance Period, at which point an additional 25% of the Date of Grant occursRestricted Stock Units will immediately vest (such date, the “Subsequent Vesting Date”), and the next two installments vesting on December 15 of each remaining 25% of the next two years (each such date, a “Restricted Stock Units will vest on the one year anniversary of the Subsequent Vesting Date” ; provided that the Grantee remains an employee of the Company or a Subsidiary through the applicable vesting date as set forth herein. The Board or the Committee shall calculate the Rule of 30 following each Quarterly Calculation Date in the Measurement Period based on the Company’s quarterly or annual financial statements filed on a Form 10-Q or Form 10-K, as applicable. For the avoidance of doubt, if the Board or the Committee determines as of the final Quarterly Calculation Date that the Rule of 30 does not equal at least 20% for any Measurement Period during the Performance Period, all of the Restricted Stock Units shall automatically and without notice terminate and be forfeited as of the period between each Vesting Datefinal Quarterly Calculation Date in the Performance Period, a “Vesting Period”); providedand neither the Grantee nor any of his or her successors, howeverheirs, that assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. The Board or Committee shall make the foregoing determinations of whether or not the performance goals have been attained no later than five (5) business days following (i) all the actual filing date of the unvested Restricted Stock Units and DERs will immediately vest on applicable Form 10-Q or Form 10-K or (Aii) in the date of termination due event that the Company does not timely file the applicable Form 10-Q or Form 10-K for reasons unrelated to the death preparation of the Grantee Company’s financial statements, the due date for the applicable Form 10-Q or Form 10-K. Notwithstanding the foregoing, (Bi) in the date of termination of event that the Grantee’s employment is terminated by the Company without Cause (as defined in the Employment Agreement between the Company and the Grantee, dated April 11, 2018 (the “Employment Agreement”)) or its applicable affiliate for any reason other than Cause, or by the Grantee with terminates his employment for Good Reason (as defined belowin the Employment Agreement), the vesting of this Award shall be subject to acceleration as set forth in each case within two Section 4(b)(ii) of the Employment Agreement and (2ii) years following in the event of a Change in Control (a “Change Control, the vesting of this Award shall be subject to acceleration as set forth in Control Termination”), if such termination of employment occurs prior to a Vesting Date or (ii) upon the termination Section 5 of the Grantee’s employment due to RetirementEmployment Agreement. In addition, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on Administrator may at any time accelerate the next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the proration to be determined by calculating the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by (y) the number of months vesting schedule specified in the current restricted Vesting Period, multiplied by (B) the total number of Restricted Stock Units that were scheduled to vest on the next scheduled Vesting Datethis Paragraph 2. For purposes of the foregoing calculation, a month is complete on the day in the following month that corresponds to the Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party to an employment or a severance agreement with following terms shall have the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles from the location at which the Grantee performed his or her duties prior to the Change in Control.meanings set forth below:

Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse and the relevant portion of this Award shall vest as to (i) 50% of the Restricted Stock Units immediately upon the determination of the Board or the Compensation Committee of the Board (the “Committee”) that the sum of (x) the Company’s Revenue Growth Rate plus (y) the Company’s Adjusted EBITDA Margin on a Quarterly Calculation Date for a Measurement Period equals or exceeds 30% (the “Rule of 30”), and (ii) the remaining 50% of the Restricted Stock Units on the one year anniversary of the date the Board or the Committee makes such determination; provided that the Grantee remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. If the Board or the Committee determines that the Rule of 30 equals at least 20% but less than 30% on a Quarterly Calculation Date, then (i) 25% of the Restricted Stock Units shall immediately vest on the date of such determination, and (ii) 25% of the Restricted Stock Units shall vest in three equal installments, with on the first installment vesting on December 15 one year anniversary of the year in date of such determination; provided that the Grantee remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. In such case, the remaining 50% of Restricted Stock Units shall only vest if the Board or the Committee determines that the Rule of 30 equals at least 30% on a subsequent Quarterly Calculation Date during the Performance Period, at which point an additional 25% of the Date of Grant occursRestricted Stock Units will immediately vest (such date, the “Subsequent Vesting Date”), and the next two installments vesting on December 15 of each remaining 25% of the next two years (each such date, a “Restricted Stock Units will vest on the one year anniversary of the Subsequent Vesting Date” ; provided that the Grantee remains an employee of the Company or a Subsidiary through the applicable vesting date as set forth herein. The Board or the Committee shall calculate the Rule of 30 following each Quarterly Calculation Date in the Measurement Period based on the Company’s quarterly or annual financial statements filed on a Form 10-Q or Form 10-K, as applicable. For the avoidance of doubt, if the Board or the Committee determines as of the final Quarterly Calculation Date that the Rule of 30 does not equal at least 20% for any Measurement Period during the Performance Period, all of the Restricted Stock Units shall automatically and without notice terminate and be forfeited as of the period between each Vesting Datefinal Quarterly Calculation Date in the Performance Period, a “Vesting Period”); providedand neither the Grantee nor any of his or her successors, howeverheirs, that assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. The Board or Committee shall make the foregoing determinations of whether or not the performance goals have been attained no later than five (5) business days following (i) all the actual filing date of the unvested Restricted Stock Units and DERs will immediately vest on applicable Form 10-Q or Form 10-K or (Aii) in the date of termination due event that the Company does not timely file the applicable Form 10-Q or Form 10-K for reasons unrelated to the death preparation of the Grantee Company’s financial statements, the due date for the applicable Form 10-Q or Form 10-K. Notwithstanding the foregoing, (Bi) in the date of termination of event that the Grantee’s employment is terminated by the Company without Cause (as defined in the Employment Agreement between the Company and the Grantee, dated May 3, 2018 (the “Employment Agreement”)) or its applicable affiliate for any reason other than Cause, or by the Grantee with terminates his employment for Good Reason (as defined belowin the Employment Agreement), the vesting of this Award shall be subject to acceleration as set forth in each case within two Section 4(c)(iii) of the Employment Agreement and (2ii) years following in the event of a Change in Control (a “Change Control, the vesting of this Award shall be subject to acceleration as set forth in Control Termination”), if such termination of employment occurs prior to a Vesting Date or (ii) upon the termination Section 5 of the Grantee’s employment due to RetirementEmployment Agreement. In addition, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on Administrator may at any time accelerate the next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the proration to be determined by calculating the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by (y) the number of months vesting schedule specified in the current restricted Vesting Period, multiplied by (B) the total number of Restricted Stock Units that were scheduled to vest on the next scheduled Vesting Datethis Paragraph 2. For purposes of the foregoing calculation, a month is complete on the day in the following month that corresponds to the Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party to an employment or a severance agreement with following terms shall have the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles from the location at which the Grantee performed his or her duties prior to the Change in Control.meanings set forth below:

Vesting of Restricted Stock Units. The Restricted Stock Units shall will vest in three equal installments, with the first installment vesting on December 15 of the year in which the Date of Grant occurs, and the next two installments vesting on December 15 of each of the next two years (each such date, a “Vesting Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due according to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of employment occurs prior to a Vesting Date or (ii) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on the next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the proration to be determined by calculating the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by (y) the number of months in the current restricted Vesting Period, multiplied by (B) the total schedule: General The number of Restricted Stock Units that were scheduled will become eligible for vesting as set forth below will depend upon the Company’s Total Stockholder Return (as defined below) as compared to vest the Index Total Stockholder Return (as defined below) for the Performance Period (as defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the next scheduled Vesting first day of the Company’s [ ] fiscal year (the “Commencement Date”) and end on the last day of the Company’s [ ] fiscal year (the “Anniversary Date”). For Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for purposes of calculating the foregoing calculationCompany’s Total Stockholder Return and the Index Total Stockholder Return. The first to occur of the Anniversary Date, the Closing, or a month Qualifying Termination, is complete on referred to herein as the day in the following month that corresponds “Period End Date.” If Participant’s continuous Service terminates prior to the Period End Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party due to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of Restricted Stock Units that become Eligible Restricted Stock Units (30as defined below) miles from will be measured as if Participant’s continuous Service had not terminated. 1 This should be 200% of the location at which the Grantee performed his or her duties Target Number of Restricted Stock Units If Participant’s continuous Service terminates prior to the Change in ControlPeriod End Date for any reason (other than as a result of a Qualifying Termination or due to Participant’s Retirement), the Restricted Stock Units will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units. Any Restricted Stock Units that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.

Vesting of Restricted Stock Units. The Restricted Stock Units shall will vest in three equal installments, with the first installment vesting on December 15 of the year in which the Date of Grant occurs, and the next two installments vesting on December 15 of each of the next two years (each such date, a “Vesting Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due according to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of employment occurs prior to a Vesting Date or (ii) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on the next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the proration to be determined by calculating the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by (y) the number of months in the current restricted Vesting Period, multiplied by (B) the total schedule: General The number of Restricted Stock Units that were scheduled to vest will become eligible for vesting as set forth below will depend upon the Company’s Adjusted Operating Income (or “AOI”) (as defined below) for the Performance Period (as defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the next scheduled Vesting first day of the Company’s 2019 fiscal year (the “Commencement Date”) and end on the last day of the Company’s [__] fiscal year (the “Anniversary Date”). For Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for purposes of calculating the foregoing calculationCompany’s Adjusted Operating Income. The first to occur of the Anniversary Date, the Closing, or a month Qualifying Termination, is complete on referred to herein as the day in the following month that corresponds “Period End Date.” If Participant’s continuous Service terminates prior to the Period End Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party due to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of Restricted Stock Units that become Eligible Restricted Stock Units (30as defined below) miles from will be measured as if Participant’s continuous Service had not terminated. 1 This should be 50% of the location at which total Target Number of Restricted Stock Units 2 This should be 200% of the Grantee performed his or her duties above Target Number of Restricted Stock Units Exhibit 10.3 If Participant’s continuous Service terminates prior to the Change in ControlPeriod End Date for any reason (other than as a result of a Qualifying Termination or due to Participant’s Retirement), the Restricted Stock Units will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units. Any Restricted Stock Units that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.

Vesting of Restricted Stock Units. The Provided that the Grantee has continuously served as a member of the Board from the Date of Grant through the vesting dates described in this sentence, one-third of the Restricted Stock Units shall vest in three equal installments, with on the first installment vesting on December 15 annual anniversary of the year in which the Date of Grant occursGrant, one-third of the Restricted Stock Units shall vest on the second annual anniversary of the Date of Grant, and the next two installments vesting on December 15 of each remaining one-third of the next two years (each such date, a “Vesting Date” and Restricted Stock Units shall vest on the period between each Vesting Date, a “Vesting Period”)third annual anniversary of the Date of Grant; provided, however, that (i) all 100% of the unvested Restricted Stock Units and DERs will shall immediately vest on the earlier of (Ai) the date upon which a Qualifying Change in Control occurs if such event occurs prior to the date of the Grantee’s “separation from service” (as defined under Section 409A of the Code (“Separation from Service”)), (ii) the date of termination due to the Grantee’s death if such event occurs while Grantee is serving as a member of the Grantee Board, or (Biii) the date of termination the Grantee’s Separation from Service by reason of disability (as determined by the Committee). Each date described in the preceding sentence upon which Restricted Stock Units vest is referred to herein as a “Vesting Date.” As used herein, the term “Qualifying Change in Control” means a Change in Control, but excluding any event that would otherwise constitute a Change in Control and that relates solely to any acquisition of securities of the Company by a stockholder of the Company that owns 20% or more of either the Outstanding Stock or the Outstanding Company Voting Securities as of the Date of Grant (or by such a stockholder and/or one or more of its affiliates). Any Restricted Stock Units that do not become vested in accordance with the preceding provisions of this Section 3 shall be forfeited and surrendered to CRC for no consideration as of the date of the Grantee’s employment Separation from Service. In addition, if the Grantee incurs a Separation from Service for cause (as determined by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined belowBoard), in each case within two (2) years following a Change in Control (a “Change in Control Termination”)then, if such termination of employment occurs prior notwithstanding any provision herein to a Vesting Date or (ii) upon the termination contrary, all of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units which have not yet been paid pursuant to Section 4 (whether vested or unvested) shall be forfeited and related DERs) that would have vested on the next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the proration surrendered to be determined by calculating the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, CRC for no consideration as applicable, divided by (y) the number of months in the current restricted Vesting Period, multiplied by (B) the total number of Restricted Stock Units that were scheduled to vest on the next scheduled Vesting Date. For purposes of the foregoing calculation, a month is complete on the day in the following month that corresponds to the Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation date of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles Separation from the location at which the Grantee performed his or her duties prior to the Change in ControlService.

Vesting of Restricted Stock Units. The Subject to Paragraphs 4 and 5 below, the restrictions and conditions of Paragraph 2 of this Agreement shall lapse on the vesting date or dates specified in the following schedule so long as the Grantee remains an employee of the Company on such Dates. If a series of vesting dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Vesting of the Restricted Stock Units issued pursuant to this Award will be triggered with respect to the number of Restricted Stock Units set forth on Exhibit A attached hereto upon (A) the Stock attaining certain price levels as set forth on Exhibit A based on the average closing price of the Stock on NASDAQ (or such other exchange or trading market as may be applicable from time to time) over any ten consecutive trading date period (each a “Stock Price Vesting Target”) and/or (B) the good faith determination by the Board of Directors of the Company or its executive committee that the Company has secured firm and commercially reasonable contracts representing $25 million of annual revenue and has established the supply chain needed to perform under such contracts (the “Revenue Vesting Target”). Once vesting of a specified number of Restricted Stock Units issued pursuant to this Award has been triggered by attaining a Stock Price Vesting Target or the Revenue Vesting Target, then twenty-five percent (25%) of the Restricted Stock Units triggered for vesting shall vest in three equal installments, with on the first installment vesting on December 15 anniversary of the year in which the Date of Grant occurs, and the next two installments date such Restricted Stock Units were triggered for vesting on December 15 of each of the next two years (each such date, a the “Vesting Trigger Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of employment occurs prior to a Vesting Date or twenty-five percent (ii25%) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on the next scheduled Vesting Date triggered for vesting shall vest on the next scheduled second anniversary of the Vesting Date, with Trigger Date and the proration to be determined by calculating remaining 50% of the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by (y) the number of months in the current restricted Vesting Period, multiplied by (B) the total number of Restricted Stock Units that were scheduled to triggered for vesting shall vest on the next scheduled third anniversary of the Vesting Trigger Date. For purposes To the extent vesting of the foregoing calculationRestricted Stock Units issued pursuant to this Award have not been triggered by January 2, a month is complete on 2016, they will be forfeited and such Restricted Stock Units will vest under any circumstances. The Committee may at any time accelerate the day vesting schedule specified in the following month that corresponds to the Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles from the location at which the Grantee performed his or her duties prior to the Change in ControlParagraph 3.

Vesting of Restricted Stock Units. The Subject to Paragraphs 4 and 5 below, the restrictions and conditions of Paragraph 2 of this Agreement shall lapse on the vesting date or dates specified in the following schedule so long as the Grantee remains an employee of the Company on such Dates. If a series of vesting dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Vesting of the Restricted Stock Units issued pursuant to this Award will be triggered with respect to the number of Restricted Stock Units set forth on Exhibit A attached hereto upon (A) the Stock attaining certain price levels as set forth on Exhibit A based on the average closing price of the Stock on NASDAQ (or such other exchange or trading market as may be applicable from time to time) over any ten consecutive trading date period (each a “Stock Price Vesting Target”) and/or (B) the good faith determination by the Board of Directors of the Company or its executive committee that the Company has secured firm and commercially reasonable contracts representing $25 million of annual revenue and has established the supply chain needed to perform under such contracts (the “Revenue Vesting Target”). Once vesting of a specified number of Restricted Stock Units issued pursuant to this Award has been triggered by attaining a Stock Price Vesting Target or the Revenue Vesting Target, then twenty-five percent (25%) of the Restricted Stock Units triggered for vesting shall vest in three equal installments, with on the first installment vesting on December 15 anniversary of the year in which the Date of Grant occurs, and the next two installments date such Restricted Stock Units were triggered for vesting on December 15 of each of the next two years (each such date, a the “Vesting Trigger Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of employment occurs prior to a Vesting Date or twenty-five percent (ii25%) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on the next scheduled Vesting Date triggered for vesting shall vest on the next scheduled second anniversary of the Vesting Date, with Trigger Date and the proration to be determined by calculating remaining 50% of the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by (y) the number of months in the current restricted Vesting Period, multiplied by (B) the total number of Restricted Stock Units that were scheduled to triggered for vesting shall vest on the next scheduled third anniversary of the Vesting Trigger Date. For purposes To the extent vesting of the foregoing calculationRestricted Stock Units issued pursuant to this Award has not been triggered by January 2, a month is complete on 2016, they will be forfeited and such Restricted Stock Units will not vest under any circumstances. The Committee may at any time accelerate the day vesting schedule specified in the following month that corresponds to the Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles from the location at which the Grantee performed his or her duties prior to the Change in ControlParagraph 3.

Vesting of Restricted Stock Units. The Your Restricted Stock Units shall vest in three equal installments, with the first installment vesting on December 15 of the year in which the Date of Grant occurs, and the next two installments vesting on December 15 of each of the next two years (each such date, a “Vesting Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due to the death of the Grantee or (B) the date of termination of the Grantee’s employment February 9, 2012, as long as you remain employed by the Company or its applicable affiliate for any reason other than Cause, an Affiliate from the Grant Date until the vesting date or by if you Retire before such vesting date; provided that such Restricted Stock Units will vest immediately in the Grantee with Good Reason (as defined below), in each case event of your death or “disability” within two (2the meaning of section 409A(a)(2)(C) years following a Change in Control (a “Change in Control Termination”), if such termination of employment occurs prior to a Vesting Date or (ii) upon the termination of the Grantee’s employment due Code (upon your demonstration to Retirementthe satisfaction of the Committee that you are so “disabled”) before such date. In the event that you Retire before the vesting date, a prorated portion of these Restricted Stock Units (determined by multiplying the entire number of such Restricted Stock Units by a fraction, the numerator of which is the number of months between your Retirement date and the vesting date and the denominator of which is the number of months between the Grant Date and the vesting date) will be forfeited on the effective date of your Retirement and the remainder of these Restricted Stock Units will still vest on the vesting date. Once the Restricted Stock Units (have vested, the Company will issue in your name and related DERs) that would have vested on the next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the proration promptly deliver to be determined by calculating the product of (A) the quotient of (x) you the number of completed months the Grantee has been employed since the Date shares of Grant or the most recent Vesting Date, as applicable, divided by (y) Common Stock equal to the number of months in the current restricted Vesting Period, multiplied by (B) the total number of your vested Restricted Stock Units that were scheduled (less any amounts required to vest on the next scheduled Vesting Datebe withheld for tax purposes). For purposes of the foregoing calculation, a month is complete on the day Until your Restricted Stock Units have vested and resulted in the following month that corresponds issuance to the Date you of Grant. For the purposes actual shares of this Agreement3M Common Stock, “Good Reason” meansthey may not be sold, (a) if the Grantee is a party to an employment transferred, assigned, pledged or a severance agreement with the Company otherwise encumbered or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles from the location at which the Grantee performed his or her duties prior to the Change in Controldisposed of.]

Vesting of Restricted Stock Units. (a) The Restricted Stock Units shall vest in over a period of three equal installments, with the first installment vesting on December 15 years as follows: 33-1/3% of the year in which Restricted Stock Units, rounded down to the Date of Grant occursclosest whole number, shall become vested and the next two installments vesting non-forfeitable on December 15 March 15th of each of the next two years first and second year following the Grant Date, and the remaining Restricted Stock Units shall become vested and non- forfeitable on March 15th of the third year following the Grant Date (each such date, a hereinafter referred to collectively as the “Vesting Date” and the period between each Vesting Date, a “Vesting PeriodDates”); provided, however, that (i) all the Grantee continues in the employ of the unvested Company from the Grant Date until the applicable Vesting Date. Except as provided in the remainder of this Section 3 (Vesting of Restricted Stock Units), if the Grantee ceases to be an employee of the Company prior to a Vesting Date, the Restricted Stock Units that would otherwise vest on such Vesting Date and any subsequent Vesting Date shall be immediately forfeited. (b) Notwithstanding the provisions of Section 3(a), any outstanding Restricted Stock Units shall immediately become vested and non-forfeitable if the Grantee ceases to be an employee of the Company on account of Disability, death, Retirement, or a Change in Control Termination. If such Restricted Stock Units become vested and non-forfeitable pursuant to this Section 3(b), the date of the Grantee’s Disability, death, Retirement, or the date of the Change in Control Termination (or, if later, the Grant Date), whichever applies, shall be treated as the Vesting Date for purposes of this Award Agreement. (c) Notwithstanding the provisions of Section 3(a), if the Grantee has a Qualifying Termination (as such term is defined in the XxXxxxxxx & Company, Incorporated Severance Plan for Senior Employees (the “Severance Plan”)), any outstanding Restricted Stock Units and DERs will immediately vest on outstanding restricted stock units previously granted (A) collectively, the date of termination due to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in each case within two (2) years following a Change in Control (a “Change in Control TerminationOutstanding RSUs”), if such termination of employment occurs prior to a Vesting Date or (ii) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units (and related DERs) that would have vested on the next scheduled Vesting Date shall vest on the next scheduled Vesting Datevested, in accordance with the proration to be determined by calculating applicable vesting schedule, during the product of (A) the quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date12-month period following such Qualifying Termination, as applicable, divided by (y) the number of months in the current restricted Vesting Period, multiplied by (B) the total number of Restricted Stock Units that were scheduled to vest on the next scheduled Vesting Dateshall immediately vest. For purposes of the foregoing calculation, a month is complete on the day in the following month that corresponds to the Date of Grant. For the purposes of this Agreement, “Good Reason” means, (a) if the Grantee is a party to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, the occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, or (b) if the Grantee is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “Good Reason” is defined, the relocation of If the Grantee’s office at which the Grantee is to perform his or her duties to a location more than thirty (30) miles from the location at which the Grantee performed his or her duties prior to the Change in Control.’s