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”).

Minimum Vesting Period. Notwithstanding any other provision of the Plan to the contrary, equity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted (excluding, for this purpose, any # substitute awards under [Section 5(d), (ii)])] Shares delivered in lieu of fully vested cash Awards and # Awards to Outside Directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting); provided, that, the Committee may grant equity-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the Share limitation set forth in [Section 5(a)] (subject to adjustment under [Section 12]); and, provided further, for the avoidance of doubt, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, Disability or a Change in Control, in the terms of the Award or otherwise.

Minimum Vesting Period. Except for Substitute Awards and in certain limited situations determined by the Committee (including the death, disability or retirement of the Participant and a Change in Control), Options shall have a vesting period of not less than one (1) year from date of grant (but permitting pro rata vesting over such time); provided that such restrictions shall not be applicable to # grants to new hires to replace forfeited awards from a prior employer; or # grants of Options in payment of Performance Awards and other earned cash-based incentive compensation. Subject to the foregoing minimum vesting period requirements, the Committee may, in its sole discretion, waive the vesting period and any other conditions set forth in any Award Agreement subject to such terms and conditions as the Committee shall deem appropriate. The minimum vesting period requirements of this Section shall not apply to Options granted to Directors.

Minimum Mandatory Vesting Period. Notwithstanding any provision to the contrary in the Agreement, no vesting shall occur prior to the first anniversary of the Award Date, or such other minimum vesting period appliable to French-Qualified RSUs under [Section L]. 225-197-1 of the French Commercial Code, as amended, or by the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security regime in France.

Minimum Vesting Requirement. Except in the case of death, disability, involuntary termination, Retirement or a Change in Control, in no event shall the vesting schedule of an Award provide that any portion of such Award will vest prior to the first anniversary of the grant date; provided, however, that up to an aggregate of 5% of the maximum number shares of Stock that may be delivered to Participants and their beneficiaries under the Plan may be issued without regard to the foregoing requirements.

for any such Award which is to vest on the basis of Service, the minimum vesting period shall be three (3) years, with the rate of vesting over that period to be determined by the Plan Administrator; and

The foregoing minimum vesting requirements shall not be applicable to any Awards made under the Stock Issuance Program to an individual who is at the time of such Award serving solely in the capacity of a non-employee Board member; provided, however, that any Award made under the Stock Issuance Program to such non-employee Board member must have a minimum vesting period of at least one year, with not greater than monthly pro-rated vesting over that period.

Except in the event of a Change in Control covered by [Section 4] herein, it shall be a condition to the vesting of Restricted Units and the payment of Shares or cash following the expiration of the Restriction Period that the Performance Condition shall have been satisfied and that the Employee shall have remained continuously in the employ of the Corporation for a minimum of one year from the grant date (the “Minimum Vesting Period”), and in the event that either the Performance Condition or the Minimum Vesting Period is not satisfied, the Award and any Restricted Units or right to payment of Shares or cash shall be immediately forfeited as of the earlier of the end of the Performance Period in the case of the Performance Condition not having been satisfied or the Employee’s termination of employment with the Corporation in the case of the Minimum Vesting Period not having been satisfied. Except in the event of the death or permanent disability (as determined by the Corporation) of the Employee covered in [Section 3(b)] herein or a Change in Control covered in [Section 4] herein or as otherwise provided in the Award Notice, if the Employee ceases to be an employee of the Corporation following satisfaction of the Minimum Vesting Period but prior to the expiration of the Restriction Period:

In the event of your death prior to any applicable Vesting Date or the end of the Restricted Period, any outstanding RSUs become immediately transferable to your heirs, who must request the issuance of the Common Stock related to all outstanding RSUs within six months following your death. If the Common Stock is not requested by your heirs within such six-month period, any outstanding RSUs will be forfeited at the end of the six-month period. Your heirs are not subject to the Minimum Mandatory Vesting Period or Minimum Mandatory Holding Period detailed below.

Vesting Schedule/Period of Restriction. Except as provided in paragraphs 4 and 5, and subject to paragraph 7, the Performance Shares awarded by this Agreement shall vest in accordance with the vesting provisions set forth on the Notice of Grant of this Agreement. Performance Shares shall not vest in the Employee in accordance with any of the provisions of this Agreement unless the Employee shall have been continuously employed by the Company or by one of its Subsidiaries from the Grant Date until the date the Performance Shares are otherwise scheduled to vest.