During the Participant’s Employment, the Award, unless earlier terminated, shall become vested as to one-third (1/3rd) of the total number of Shares subject to the Award on each of the first, second and third anniversaries of the Grant Date, such that the Award shall be fully vested on the third anniversary of the Grant Date. Except as provided in the last sentence of this [Section 2], Shares subject to the Award shall not vest on any vesting date unless the Participant has remained in continuous Employment through the applicable vesting date. Notwithstanding the foregoing, in the event that the Participant’s Employment terminates as a result of the Participant’s death or is terminated by the Company due to the Participant’s Disability, the Award, to the extent then outstanding and unvested, shall become fully vested as of the date of termination.

The remaining one-third (1/3rd) of the total number ofAwarded Shares subject to the Award on each of the first, second and third anniversaries of the Grant Date, such that the Award shall be fully vestedvest on the third (3rd) anniversary of the Grant Date. Except asDate of Grant, provided in the last sentence of this [Section 2], Shares subject to the Award shall not vest on any vesting date unless the Participant has remained in continuous Employment throughis employed by (or if the applicable vesting date. Notwithstanding the foregoing, in the event that the Participant’s Employment terminates asParticipant is a result of the Participant’s deathContractor or an Outside Director, is terminated byproviding services to) the Company due to the Participant’s Disability, the Award, to the extent then outstanding and unvested, shall become fully vested as of the date of termination.or a Subsidiary on that date.

If not previously vested, a portion of the total numberAward (as determined below) will continue to vest, and will be settled in shares of Sharesthe Corporation’s common stock, subject to the Awardoriginal performance goals and Performance Period set forth above, and on eachthe original vesting terms and vesting dates set forth above, in the event that the Grantee voluntarily ceases to be an employee of the first, second and third anniversariesCorporation (or a Subsidiary) due to Retirement. For purposes of the Grant Date, such thatimmediately preceding sentence: (i) the entire Award shall be fully vestedwill continue to vest if the Grantee ceases employment on or after the third anniversary of the Grant Date. Except as provided in the last sentenceDate; (ii) two-thirds of this [Section 2], Shares subject to the Award shall notwill continue to vest if the Grantee ceases employment on any vesting date unlessor after the Participant has remained in continuous Employment throughsecond anniversary (but before the applicable vesting date. Notwithstanding the foregoing, in the event that the Participant’s Employment terminates as a resultthird anniversary) of the Participant’s death or is terminated by the Company due to the Participant’s Disability, the Award, to the extent then outstanding and unvested, shall become fully vested asGrant Date; (iii) one-third of the dateAward will continue to vest if the Grantee ceases employment on or after the first anniversary (but before the second anniversary) of termination.the Grant Date; and (iv) no portion of the Award will vest if the Grantee ceases employment before the first anniversary of the Grant Date.

An additional one-third (1/3rd) of the total number ofAwarded Shares subject to the Award on each of the first, second and third anniversaries of the Grant Date, such that the Award shall be fully vestedvest on the thirdsecond (2nd) anniversary of the Grant Date. Except asDate of Grant, provided in the last sentence of this [Section 2], Shares subject to the Award shall not vest on any vesting date unless the Participant has remained in continuous Employment throughis employed by (or if the applicable vesting date. Notwithstanding the foregoing, in the event that the Participant’s Employment terminates asParticipant is a result of the Participant’s deathContractor or an Outside Director, is terminated byproviding services to) the Company due to the Participant’s Disability, the Award, to the extent then outstanding and unvested, shall become fully vested as of the date of termination.or a Subsidiary on that date.

One-third (1/3rd) of the total number ofAwarded Shares subject to the Award on each of the first, second and third anniversaries of the Grant Date, such that the Award shall be fully vestedvest on the thirdfirst (1st) anniversary of the Grant Date. Except asDate of Grant, provided in the last sentence of this [Section 2], Shares subject to the Award shall not vest on any vesting date unless the Participant has remained in continuous Employment throughis employed by (or if the applicable vesting date. Notwithstanding the foregoing, in the event that the Participant’s Employment terminates asParticipant is a result of the Participant’s deathContractor or an Outside Director, is terminated byproviding services to) the Company due to the Participant’s Disability, the Award, to the extent then outstanding and unvested, shall become fully vested as of the date of termination.or a Subsidiary on that date.