Vesting and Forfeiture of Units. For purposes of this Agreement, “Vesting Date” means any date, including a Scheduled Vesting Date (defined below), on which Units subject to this Agreement vest as provided in this Section 5. Subject in all cases to [Section 16(i)] of the Plan, the Units shall vest at the earliest of the following times and to the degree specified.

Number of Units Vesting = Target Award Units (plus related Dividend Equivalent Units) x Performance Factor

Prorated Vesting of Restricted Stock Units. If Employee timely executes and returns this Agreement and continues to provide services to AEP up to and including the Termination Date, prorated severance vesting shall apply to Employee’s outstanding Restricted Stock Units (“RSU”). Severance vesting will also apply to Employee’s Performance Shares under the terms the applicable Performance Share Award Agreements, provided that employee works up to and including the Termination Date. Any RSUs and Performance Shares that do not vest upon employment termination will be canceled. All applicable tax withholding will apply to any RSU and Performance Share payments based on Employee’s last work location, except to the extent otherwise required by law.

Vesting and Forfeiture of Stock Units. Subject to earlier vesting only in the situations and under the terms which are explicitly provided for in the following paragraphs, on the Vesting Date the Participant shall become vested in the Stock Units and Stock Unit Account subject to this Agreement, so long as the Participant both # continues to serve on the Board until the Vesting Date and # continues to serve as the Interim Chief Executive Officer of the Company during the portion of the Vesting Period for which the Board wants the Participant to serve in that capacity.

Additional Special Vesting. The special vesting provisions set forth in [Section 5.2] of the Plan shall apply to the Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) awarded hereunder.

Achieved Units. The number of units you will be deemed to have earned (“Achieved Units”) and that are eligible for vesting as of each Scheduled Vesting Date will be determined by the extent to which the Company has satisfied the performance goals as set forth in [Exhibit A] to this Agreement. Any Units subject to this Agreement that are not achieved by the final Scheduled Vesting Date will be forfeited.

Accelerated Vesting. The vesting of outstanding Units will be accelerated under the circumstances provided below:

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. In order to vest in an RSU, the Grantee must not incur a Termination of Employment from the Grant Date through the applicable Vesting Date listed above. All unvested RSUs shall be immediately cancelled without payment upon the Grantee’s Termination of Employment for any reason before the applicable Vesting Date, except as specifically provided below:

Vesting. Except as otherwise provided in this Award Agreement, and subject to the Company’s right to recoup or forfeit all or any portion of this Award and other conditions as provided in this Award Agreement, the Restricted Share Rights will vest and be settled according to the following schedule: