Vesting. Subject to clauses # and Section 2 below, each Award of Restricted Stock granted hereunder shall vest with respect to one-third of the Shares underlying such Award (disregarding fractional Shares) on May 15 of each of the three consecutive calendar years following the year in which such Award is granted; provided, however, that if an Award is granted between the Annual Meeting and December 31 pursuant to Section 1(b)(i), the first vesting shall occur on May 15 of the second calendar year following the year in which such Award is granted.

General Rule. One-third of the Restricted Stock Units will vest on each of the first anniversary, second anniversary and third anniversary of the Award Date, provided that the Participant has remained continuously employed by the Company or a Related Company through the applicable vesting date, except as otherwise specifically provided in these Award Terms. Restricted Stock Units that have already vested on either the first or second anniversary of the Award Date (as applicable) shall not be forfeited if the Participant does not remain employed thereafter through the entire Restricted Period.

Restricted Stock Vesting. Subject to the terms and conditions of this Agreement, the Restricted Stock shall vest solely on the basis of the passage of time over a three-year period (the “Restricted Stock Vesting Date”), as follows: fifty percent (50%) of the shares shall vest on the second anniversary date of the Effective Date of the award and the remaining fifty percent (50%) shall vest on the third anniversary date of the Effective Date of the award. Notwithstanding the foregoing, and subject to earlier vesting as provided in Section 7 hereof, Restricted Stock may vest more quickly in the event of death, Disability, Retirement, a Change in Control or other specified permitted vesting events.

Each Award of Restricted Shares or Stock Units shall become For each Award of Restricted Shares or Stock Units, one-fourth shall vest on the first day of the month following the date of such certification, and an additional one-fourth on each succeeding first of January, so as to be 100% vested on the third January 1 following the certification. If the Performance Goal for the Award is not achieved, the Award will not be made.vested, in full or in installments, upon satisfaction of the conditions specified in the Stock Award Agreement. A Stock Award Agreement may provide for accelerated vesting in the event of the Participant’s death, disability, or retirement. The Committee may determine, at the time of making an Award or thereafter, that such Award shall become fully vested in the event that if a Change in Control occurs.