Vesting of Shares. Subject to the terms and conditions of [Sections 4, 5 and 6]6]6] below, your right to receive one hundred percent (100%) of the Shares will become nonforfeitable on the first anniversary of the Date of Grant (the "Vesting Date") provided you remain a NonEmployee Director until such Vesting Date and provided further that if the annual meeting of shareholders in the year after the Date of Grant is held prior to such Vesting Date the date of the meeting shall become the Vesting Date provided you remain a NonEmployee Director until such meeting date.

Performance Shares Vesting. Subject to the terms and conditions of this Agreement, the Performance Shares shall vest on the third anniversary of the Effective Date of the award, subject to the achievement of Performance Goals established by the Committee during the Performance Cycle (the “Performance Shares Vesting Date”, and, in conjunction with the Restricted Stock Vesting Date, the “Vesting Date”).

Vesting of Shares. Subject to the terms set forth below, if as of the third anniversary of the Date of Grant (the “Vest Date”), the Grantee and the Company have achieved the performance goals to be set forth in ​, the Restricted Stock Units and related DERs shall vest to the extent such performance goals have been achieved.

VESTING OF SHARES. (a) The Shares shall vest on the respective Vesting Dates set forth below, provided that the Grantee continues to serve as an employee, director or consultant of the Company as of the applicable Vesting Date (or sooner as provided for in paragraph # hereof):

All of the Restricted Shares are nonvested and forfeitable as of the Grant Date.

Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”

Subject to [[Sections 2, 3, 4 and 6]6]6]6]]6]6] below, one hundred percent (100%) of the number of RSRs (and any Dividend Equivalents (as defined below)) subject to your award (subject to adjustment as provided in [Section 6.1]) shall vest upon the second anniversary of the Grant Date, provided that if the second anniversary of the Grant Date falls on a weekend or holiday, then the award shall vest on the next business day.

Issuance of Shares upon Vesting. As soon as practicable after vesting of a Participant’s Restricted Shares (or Shares underlying Restricted Share Units) and the Participant’s satisfaction of applicable tax withholding requirements, the Company shall release to the Participant, free from the vesting restrictions, one Share for each vested Restricted Share (or issue one Share free of the vesting restriction for each vested Restricted Share Unit), unless an Award Agreement provides otherwise. No fractional shares shall be distributed, and cash shall be paid in lieu thereof.

Subject to the Participant’s continued employment with the Company, the Restricted Shares shall vest and become nonforfeitable with respect to one-third (1/3) of the Restricted Shares initially granted hereunder on each of the first, second and third anniversaries of the Vesting Reference Date (as defined below). Notwithstanding the foregoing, immediately prior to and following the occurrence of a Change in Control that occurs prior to the date of termination of Participant’s employment with the Company and its subsidiaries for any reason (such date, a “Termination Date”), all of the Restricted Shares, to the extent then unvested, shall vest and become nonforfeitable. For purposes of this paragraph, “Vesting Reference Date” means ​.

Vesting. Stock Options or portions thereof, are exercisable at such time or times as determined by the Committee in its discretion at or after grant. The Committee may provide that a vesting schedule shall be specified in an Award Agreement. If the Committee provides that any Stock Option becomes Vested over a period of time or upon performance events, in full or in installments, the Committee may waive or accelerate such Vesting provisions at any time. Unless otherwise determined by the Committee in connection with the grant and set forth in the Award Agreement, all unvested Stock Options shall immediately vest upon the Death or Disability of the holder.