The terms and conditions pursuant to which an Option vests in the Participant and becomes exercisable shall be determined by the Administrator and set forth in the applicable Award Agreement. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the Administrator. At any time after the grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the vesting of the Option.

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the Option shall vest and the Grantee may exercise the Option in accordance with the vesting schedule set forth in [Schedule 1] (the “Vesting Schedule”).

Vesting of Option Right. Each Option grant may be exercised by the Participant under the following schedule except as otherwise provided in this Agreement. The Option may not be exercised for a period of one (1) year from the Date of Grant. Following that one‑year period, the Option vests in equal one‑third increments:

Term of Option; Vesting and Exercisability. The Option shall in any event expire on the Expiration Date set forth in the Notice, which date is no later than the close of business at Company headquarters the day immediately prior to the date ten (10) years after the Date of Grant (five (5) years after the Date of Grant if the Option is designated as an ISO in the Notice and Participant is a Ten Percent Stockholder on the Date of Grant), or on such earlier date following Participant’s termination of Service as provided in Section 3 below. Subject to the applicable provisions of the Notice, this Agreement and the Plan, the Option shall vest, subject to Participant’s continuing Service, and may be exercised, in whole or in part, during its term in accordance with the Vesting Schedule as set forth in the Notice.

If the Employee has remained continuously in a Business Relationship from the Grant Date through the dates listed on the vesting schedule set forth on the cover page hereof, the Employee may exercise this option for the number of shares of Common Stock in accordance with such vesting schedule. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes exercisable. The foregoing rights are cumulative and (subject to Sections 4 or 5 hereof if the Employee‘s Business Relationship terminates) may be exercised only before the date which is 10 years from the Grant Date.

VESTING . Share Units vest (meaning that the Participant’s right to the Share Units become nonforfeitable and no longer subject to any service requirement) in six equal installments on the first six semi-anniversaries of the Commencement Date (each such date, a “Vesting Date”), provided that vesting will occur on a Vesting Date only if the Participant remains employed by the Company. In addition, all unvested Share Units will vest on the effective date of any termination of the Participant's employment by reason of Death, Disability, Good Reason or a Change of Control or if the Company terminates his employment without Cause (all such capitalized terms being defined as set forth in Section 11 of the Employment Agreement . Upon any other termination of Participant's employment, all Share Units that remain unvested shall be forfeited, and the Company shall have no obligation to issue any shares of Common Stock in settlement of that portion of the Award.

Vesting. Except as otherwise determined by the Committee in its sole discretion (subject to [Section 23] of the Plan) or as otherwise provided in this [Section 3] or [Section 8], the vesting of RSUs covered hereby shall be subject to the Employee’s continued employment with the Company or a subsidiary or affiliate through the applicable Vesting Date. The Employee shall be eligible to vest in one-third of the shares of Common Stock covered by this Agreement as set forth in the Award Summary on each of ​, ​ and ​ (each, a “Vesting Date”).

Vesting. The Award shall vest in full on the one-year anniversary of the Grant Date; provided that you have not incurred a Termination of Directorship (as defined below) prior to the such vesting date. Notwithstanding the foregoing, the Award shall become fully vested prior to your Termination of Directorship upon # your death or # a Change in Control. Each applicable date that an RSU becomes vested shall be referred to herein as the “Vesting Date”.

Vesting. The Units and all related Dividend Equivalents shall not be delivered to the Employee and may not be sold, assigned, transferred, pledged or otherwise encumbered by the Employee until such Units have vested in accordance with the following schedule:

Vesting. Subject to the provisions of the Notice, this RSU Agreement and the Plan, the RSUs shall vest in accordance with the Vesting Schedule set out in the Notice.

Vesting. An Eligible Employee shall be fully vested in the portion of the Eligible Employee’s Deferral Account attributable to the Eligible Employee’s Deferral Amounts. An Eligible Employee shall become fully vested in the portion of the Eligible Employee’s Deferral Account attributable to the Company’s Deferral Incentives upon the earlier of # attainment of age fifty-five (55) while employed by the Company or a Subsidiary, # the date the Eligible Employee dies or becomes disabled while employed by the Company or a Subsidiary, or # a Change in Control. In the event an Eligible Employee terminates employment prior to a Change in Control and prior to attaining age fifty-five (55) for any reason other than death or disability, the portion of the Eligible Employee’s Deferral Account that is not vested shall be forfeited.

Vesting. Subject to the conditions contained herein and the Plan, the shares of Restricted Stock shall vest and the restrictions on such shares of Restricted Stock shall lapse as provided in the Grant Notice. The period of time that such share of Restricted Stock remains subject to vesting shall be its Restricted Period.

Vesting. As permitted in [Section 5.1] of the Plan, the following Vesting Dates shall apply with respect to the Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) awarded hereunder and shall supersede any contrary provision in [Section 5.1]:

Vesting. Subject to this Section 2 and Section 7, if the Grantee remains employed by the Company, the RSUs shall vest in accordance with the vesting schedule set forth above, if the RSUs vest upon the passage of time, or the schedule attached hereto as [Schedule A], if applicable, if the RSUs vest upon the fulfillment of performance criteria set forth herein. Each date on which the RSUs vest, either by the specified passage of time or fulfillment of the performance criteria in accordance with [Schedule A], if applicable, is hereinafter referred to as a “Vesting Date”. Notwithstanding the foregoing, no Vesting Date can be any earlier than the day immediately after the day which is twelve (12) months and thirty (30) days following the Date of Grant (the period from the Date of Grant until the day which is twelve (12) months and thirty (30) days following the Date of Grant being hereinafter referred to as the “Initial Restriction Period”). Except as otherwise provided herein, on the Vesting Date, a number of Shares equal to the number of vested RSUs shall be issued to the Grantee free and clear of all restrictions imposed by this Agreement (except those imposed by [Sections 3.3 and 7] below). As soon as practicable (and no later than thirty (30) days) after the Vesting Date, the Company shall transfer such Shares to an unrestricted account in the name of the Grantee (or, if the Grantee has died, to his or her surviving spouse or, if none, to the Grantee’s estate). For purposes of this Agreement, employment with a Subsidiary of the Company or service as a member of the Board of Directors of the Company or a Subsidiary shall be considered employment with the Company.

Vesting. This Option may be exercised (subject to the restrictions contained in this Agreement) only to the extent it has vested, which shall be the earlier of the date of the Company’s next regular annual meeting of shareholders or twelve months after the grant date (the “Vesting Date”); provided, that, subject the following sentence, you remain in continuous service as a Director of the Company during the period beginning on the Grant Date and ending on the Vesting Date. If you cease active service with the Company’s Board of Directors prior to the Vesting Date because of your death or Permanent and Total Disability (as defined below), this Award will continue to vest in accordance with the schedule set forth in this paragraph. For purposes of the foregoing, “Permanent and Total Disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months.