Performance Share Awards. Any Eligible individual selected by the Administrator may be granted one or more Performance Share awards which shall be denominated in a number of Shares and the vesting of which may be linked to any one or more of the Performance Criteria, other specific performance criteria (in each case on a specified date or dates or over any period or periods determined by the Administrator) and/or time-vesting or other criteria, as determined by the Administrator.

Performance Share Awards. If the Company permits the deferral of Performance Share Awards, the maximum deferral permitted to a Participant for a Performance Share Award for any Performance Cycle shall be 100% of such Award.

Performance Share Awards. A Participant shall be eligible to receive a pro-rated portion of any outstanding award of performance shares granted to a Participant in accordance with the terms of the LTIP, provided that the Participant’s termination is not due to Termination of Employment Due to the Participant’s Retirement or Triggering Event (as defined in the applicable Performance Share Award Agreement) and provided that the Participant’s termination may not otherwise lead to vesting of the same performance shares under the terms of the applicable Performance Share Award Agreement issued to the Participant under the LTIP. Capitalized terms related to performance shares in this Section 4.1(c) are defined in the applicable Performance Share Award Agreement. This pro-rated share of any performance share award shall be calculated by multiplying: # the performance share award the Participant would have earned for the full performance period based on the performance of the AEP System Companies as determined at the end of the applicable performance period by # a fraction, the numerator of which is the number of whole months of the Participant’s participation from the Effective Date specified in the performance share award agreement until the Termination Date and the denominator of which is the total number of whole months in the applicable performance period for the performance share award.

You shall be eligible to receive a grant of shares of Class B Common Stock based on the stock price performance of [[Organization A:Organization]]’s Class B Common Stock over the period beginning January 1, 2015 and ending on June 30, 2019 (or earlier in certain instances as provided for in [Schedule A] to this Agreement), and subject to the [[Organization B:Organization]]’s degree of achievement against the PRSU Performance Goals for calendar years 2016, 2017 and 2018 (the “2015 Performance Award”). The number of shares of Class B Common Stock to be granted to you and the timing of such grant shall be determined pursuant to the schedule set forth on [Schedule A] to this Agreement, a copy of which is attached hereto and incorporated herein by reference.

Payment of Performance Share Award Severance Benefits. Except to the extent required to be deferred, (such as pursuant to the terms of the ​ System Stock Ownership Requirement Plan, the ​ System Incentive Compensation Deferral Plan or any similar or successor plan), the Performance Share Award benefit described in Section 4.1(c) shall be paid following the completion of the applicable performance period for the Performance Award, but in no event later than two and one-half months thereafter.

Restricted Share Award Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Share Award Agreement between the Participant and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Share Award Agreements entered into under the Plan need not be identical.

Subject to an Eligible Employee’s election in accordance with Section 3.3 to defer the payment of a Performance Award, an Eligible Employee’s Performance Award shall be paid by the Company to the Eligible Employee in cash, less applicable payroll and withholding taxes, within thirty (30) days after the later of # the completion of the independent audit of the Company’s financial statements for the Performance Period or # the date the Committee certifies in writing the amount of Performance Awards payable under Section 3.1. In no event, however, shall payment of a Performance Award be made later than two and one-half (2 1⁄2) months after the end of the Performance Period for the Performance Award.

Performance Award Criteria. Subparagraph # of [Section 12(c)] of the Plan is hereby amended to read as follows:

Cash Performance Award. Subject to your continuous employment with [[Organization A:Organization]] through June 30, 2021 (or earlier in certain instances as provided for in [Schedule D] to this Agreement), and during the periods specified herein, if the [[Organization B:Organization]] achieves at least the threshold level of cumulative adjusted operating income (“COI”) for the relevant performance period as provided for in [Schedule D] to this Agreement, you shall be eligible to receive a lump sum cash payment (the “Cash Performance Award”). The amount of the Cash Performance Award to be awarded to you and the timing of such award shall be determined pursuant to the schedule set forth on [Schedule D] to this Agreement, a copy of which is attached hereto and incorporated herein by reference.

The Corporation hereby awards to Participant, as of the Award Date indicated below, an award (the “Award”) of Performance Share Units under the Corporation’s 2012 Incentive Compensation Plan (the “Plan”). Each Performance Share Unit represents the right to receive one or more shares of Common Stock on the applicable issuance date following the vesting of that Performance Share Unit. The number of Performance Share Units subject to this Award and the applicable performance-vesting requirement for those Performance Share Units and the underlying shares of Common Stock are set forth below. The remaining terms and conditions governing the Award, including the applicable service-vesting requirements and the applicable issuance date or dates for the shares of Common Stock that vest and become issuable under the Award, shall be as set forth in the form Performance Share Unit Award Agreement attached hereto as Exhibit A.