Vesting and Forfeiture of Units. The Units will vest at the earliest of the following times and to the degree specified. For purposes of this Agreement, use of the terms “employment” and “employed” refers to providing services to the Company and its Affiliates in the capacity of an Employee, Nonemployee Director or Third-Party Service Provider.

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. An Outside Director Stock Option shall become vested and nonforfeitable as determined by the Administrator at the time of grant and set forth in the applicable option agreement, provided that no Outside Director Stock Option shall become vested earlier than the first anniversary of the date of grant of such Outside Director Stock Option; provided further, that, the Outside Director shall have continuously remained a Director of the Company until the applicable vesting date.

Vesting. Subject to Sections 3 and 4 below, the RSUs will vest as follows: [Vesting Schedule].

Vesting. The RSUs that have provisionally vested under Section 2 above will vest on ​ (the “Vesting Date”). If Your employment terminates or if You cease providing services to the Company or an Affiliate for any reason prior to the Vesting Date, other than as set forth in Section 4 or 5 below, Your unvested RSUs (even if provisionally vested) will be automatically cancelled.