Vesting Dates. The NQSOs shall vest as follows, subject to earlier vesting in the event of a termination of Service as provided in Section 5 or a Change in Control as provided in Section 6:

Vesting Dates. The interest of the Employee in the PSUs shall vest, if at all, on September 30, 2017, (the “Maturity Date”) according to the following vesting schedule (“Vesting Schedule”), and also conditioned upon the Employee’s continued employment with the Company through the Maturity Date:

Performance Measure and Vesting Dates. The performance measure for the PSUs under this Agreement shall be based on the Company’s TSR (as defined below) with respect to a Share as compared to the TSR of a share of stock of each of the companies listed in the S&P MidCap 400 (the “Index”), as adjusted as set forth below, in each case over the three (3) year period beginning on «Start Date» and ending on «End Date» (the “Performance Period”). The interest of the Employee in the PSUs shall vest, if at all, on the last day of the Performance Period (the “Maturity Date”) according to the vesting schedule set forth on the following page (“Vesting Schedule”), and also conditioned upon the Employee’s continued employment with the Company through the Maturity Date:

* Provided the Employee is continuously employed until such vesting dates and has not terminated employment on or before such vesting dates. Such dates are hereinafter referred to as the “Vesting Date” or “Payment Date” for the Stock Units that vest or are paid on such dates.

“Vesting Dates” means the dates set forth in the vesting schedule in Section B.2 of this Agreement.

“Vesting Dates” shall mean the Vesting Dates referenced above, or if earlier, the date upon which an acceleration of vesting occurs pursuant to Section 2 hereof.

Revaluation Dates. The Lender shall determine the Dollar Equivalent amounts of Borrowings and Loans denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur.

Closing Dates. The purchase and sale of the Initial Closing Purchase Securities shall take place as set in Section 3.2 (the actual date and time of such Closing is referred to herein

Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein; provided that # interest accrued pursuant to clause (b) of this Section shall be payable on demand and # in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

Representation Dates; Certificate. Each time during the term of this Agreement that the Company: