Vesting. The Award shall vest in full on the one-year anniversary of the Grant Date; provided that you have not incurred a Termination of Directorship (as defined below) prior to the such vesting date. Notwithstanding the foregoing, the Award shall become fully vested prior to your Termination of Directorship upon # your death or # a Change in Control. Each applicable date that an RSU becomes vested shall be referred to herein as the “Vesting Date”.

Vesting. In order to vest in an RSU, the Grantee must be continuously employed by the Company and its Affiliates from the Grant Date through the applicable Vesting Date listed above. All unvested RSUs shall be immediately cancelled upon termination of employment for any reason before the Vesting Date, except as specifically provided below:

Vesting. Each Stock Appreciation Right shall become exercisable and vest over such period of time or upon such events as determined by the Administrator (including based on achievement of performance goals or future service requirements), which vesting or other terms shall be set forth in an Award Agreement.

Vesting. The RSUs covered by this Agreement shall become nonforfeitable and payable to Grantee pursuant to Section 7 hereof on the date that is 13 months following the Date of Grant if Grantee remains in continuous service with the Company or any of its Subsidiaries (or any of their successors) as of each such date.

Vesting. The Participant shall become 100% vested in his Retirement Benefit as follows:

Except as otherwise provided herein, the Restricted Stock Units will vest in accordance with the following schedule (the period during which restrictions apply, the “Restricted Period”):

Vesting. Thirty three and one-third percent (33 1/3%) of the Shares will vest on ; thirty three and one-third percent (33 1/3%) of the Shares will vest on ; and the remaining thirty three and one-third percent (33 1/3%) of the Shares will vest on . Vesting will occur only if you have continuously been an employee of the Company (or one or more of its affiliates) from the Grant Date through the applicable vesting date; provided, however, that notwithstanding the foregoing, all Shares which are unvested as of the date of your termination of employment with the Company (or one or more of its affiliates) by reason of your death, Disability or Retirement shall vest immediately upon such termination, and the Restriction Period applicable to all such Shares shall expire.

Vesting. The Award is subject to the vesting terms, if any, set forth in the Employee Award Notification, except as may otherwise be provided in this Award Agreement, in the Plan, or in another agreement with the Grantee that expressly supersedes the provisions of the Award Agreement or the Plan.

Vesting. A Participant shall become vested in his or her Matching Deferrals at the rate of one-sixtieth (1/60th) per month of Service. Notwithstanding the foregoing, a Participant shall become 100% vested in his or her Matching Deferrals if, prior to his or her Severance from Service the Participant attains age sixty-five (65), incurs a Total Disability, dies, or a Change of Control of the Company occurs.

Vesting. Effective as of September 9, 2005, a Participant’s rights to the Participant’s Deferred Compensation Account (as adjusted for earnings and losses) shall be fully vested and nonforfeitable at all times.