Example ContractsClausesEarning and Vesting of Awards
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Earning Performance Awards. After an applicable Performance Period has ended, the holder of a Performance Award will be entitled to receive a payout for the Performance Award earned by the Participant over the Performance Period. The Administrator, in its discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Award.

The Committee may grant Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee, including, without limitation, attainment of Performance Conditions.

Awards under this Section 9 may provide for the earning or vesting of, or earlier termination of restrictions applicable to, such award, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, either in cash or in additional Common Stock; provided, however, that dividend equivalents or other distributions on Common Stock underlying awards granted under this Section 9 will be deferred until, and paid contingent upon, the earning and vesting of such awards.

Except as provided in [Section 6(c)]# below, as a condition of earning each portion of the award, Participants must be employed through the vesting dates outlined below. The vesting percentages relate to the award value as of 10/31/2021.

SECTION # RESTRICTED STOCK AWARDS: Subject to the terms and conditions of the Plan, the Committee may grant Restricted Stock Awards to Participants on such terms and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: vesting schedule; purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Restricted Stock Awards (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

Performance shares are granted at the start of each performance period. For the 2015-2017 LTEIP the start of the Performance Period will be January 1st 2015. Each performance cycle (i.e. performance period) is three years. The vesting (i.e. earning) of the award is contingent on actual performance of pre-defined measures at the end of the performance period (i.e. third year). The result is a rolling series of annual awards, each vesting over three years. (i. e. 2013 through 2015, 2014 through 2016, and 2015 through 2017). This plan document is for the 2015 through 2017 years.

SECTION # PERFORMANCE AWARDS: Subject to the terms and conditions of the Plan, the Committee may grant Performance Awards to Participants on such terms and conditions as the Committee may provide for in an Award Agreement or by action of the Committee, including, but not limited to: performance period; vesting schedule; Performance Measures(s); purchase price, if any; deferrals allowed or required; treatment upon termination of employment or service; treatment upon certain corporate transactions or events, including a Change in Control; and other terms and conditions that the Committee may deem appropriate. Any dividends or other distributions on Performance Shares or Performance Units (but only to the extent the Award itself provides for dividends or other distributions thereon) will be deferred until and paid contingent upon the earning or vesting of the underlying Award.

Vesting of Incentive Outstanding Awards. All unvested shares of restricted stock under the Company’s long-term incentive plans previously awarded to Employee shall vest on January 2, 2016, provided that Employee executes this Agreement in the 21-day consideration period, this Agreement has not been revoked, and is no longer subject to revocation by Employee. For the avoidance of doubt, Employee has previously been awarded the following unvested shares of restricted stock:

Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

You will be deemed to have fully earned one-third of the Restricted Shares (rounded to the nearest whole number) on the first anniversary of the award date, one-third of the Restricted Shares (rounded to the nearest whole number) on the second anniversary of the award date and the balance of the Restricted Shares on the third anniversary of the award date, in each case if you continue as an Employee from the date hereof until the anniversary of the award date in the respective year.

Earning of Performance RSUs. Until the applicable vesting date(s) provided below, # the Performance RSUs shall be subject to forfeiture by the Participant to the Company as provided in this Agreement, and # the Participant may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Performance RSUs unless the restrictions have terminated in accordance with the provisions of this Agreement.

In order to include a longer term component of compensation for the Named Executive Officers, the Compensation and Leadership Development Committee of our Board of Directors has also approved an additional program for earning performance-based restricted stock unit awards.

Long-Term Incentive Awards” shall mean any Parent-Based Awards, any Time-Vesting Awards, and any Performance-Vesting Awards granted under the LTIP that are designated by the Company as eligible for deferral hereunder.

Each RSU represents the unfunded, unsecured right of the Participant to receive one share of the Company’s common stock upon earning and vesting. The Participant will earn and become vested in the RSUs, and take delivery of the Shares, as set forth in this Agreement.

Minimum Vesting Period. The vesting period for each Award granted under the Plan, other than an Excepted Award (as defined below), must be at least equal to the Minimum Vesting Period; provided, however, nothing in this Section 2(g) shall limit the Administrator’s authority to accelerate the vesting of Awards as set forth in [Section 2(b)(v)] above; and, provided further, notwithstanding the foregoing, # up to 5% of the shares of Stock authorized for issuance under the Plan may be utilized for Unrestricted Stock Awards or other Awards with a vesting period that is less than the Minimum Vesting Period, # Awards may be granted as substitute Awards in replacement of other Awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to vest within the Minimum Vesting Period or # Awards may be granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the grantee within the Minimum Vesting Period (each such Award, an “Excepted Award”).

reduction of the accelerated vesting of equity awards other than those described in [clause (i) above] in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first); and

Time Vesting of Performance Share Awards. Performance Share Awards or portions thereof, are exercisable at such time or times as determined by the Committee in its discretion at or after grant which may include time Vesting. If the Committee provides that any Performance Shares become Vested over time (accelerated by a performance component), the Committee may waive or accelerate any performance Vesting provisions in favor of time Vesting provisions as provided for herein. Unless otherwise determined by the Committee in connection with the grant and set forth in the Award Agreement, all unvested Performance Share Awards shall immediately vest with respect to any required time vesting upon the Death or Disability of the holder.

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