Lapse of Restrictions Contract Clauses (205)

Lapse of Restrictions. Subject to Sections 5, 6 and 7 below: (a) During Employment. While the Employee is employed with the Company or its Subsidiaries: (i) the Restrictions on one-third of the total number of Units will lapse on the last business day of February 201 , provided the Company's prior year return on equity is a minimum of 12 percent; (ii) the Restrictions on an additional one-third of the total number of Units will lapse on the last business day of February 201 , provided the Company's prior year return o...n equity is a minimum of 12 percent; (iii) the Restrictions on an additional one-third of the total number of Units will lapse on the last business day of February 201 , provided the Company's prior year return on equity is a minimum of 12 percent; and (iv) any Units for which Restrictions have not previously lapsed on the dates described in subsections 4(a)(i), (ii), and (iii) above shall remain outstanding and the Restrictions shall lapse on the last business day of February 202 and/or 202 , provided that the Company's applicable prior year return on equity is a minimum of 12 percent, and provided further that no more than one-third of the Units will vest in any one (1) year. Units for which Restrictions have lapsed, as described in this subsection 4(a), shall be settled in the form of Shares on the date(s) on which such Restrictions lapse (each, a "Delivery Date"). Unless indicated otherwise, Shares shall be delivered in an equal number (subject to rounding) as of each Delivery Date. (b) Retirement. The Restrictions shall continue to apply in the event of the Employee's Termination due to Retirement, but may lapse thereafter in accordance with the provisions of subsection 4(a), in which case any Units not previously settled shall be settled in the form of Shares on the Delivery Date(s) set forth in subsection 4(a) above occurring after the date of such Retirement as if the Employee had remained employed. (c) Death. The Restrictions shall lapse on the date of the Employee's Termination due to death, and any Units not previously settled on a Delivery Date shall be settled (for the person or persons to whom rights under the Award have passed by will or the laws of descent or distribution) in the form of Shares as soon as administratively possible after, and effective as of, the date of death. (d) Disability. The Restrictions shall lapse on the date of the Employee's Disability, and any Units not previously settled on a Delivery Date shall be settled in the form of Shares as soon as administratively possible after, and effective as of, the date of Disability. View More

Lapse of Restrictions. Subject to Section 5 below: (a) Passage of Time. While the Employee is employed with the Company or its Subsidiaries, the Restrictions on one-third of the Units will lapse on each of the first three anniversaries of the Grant Date until, on the third anniversary of the Grant Date, 100% of the Units are no longer subject to the Restrictions. Subject to subsections (b), (c), and (d) below, Units for which Restrictions have lapsed shall be settled in the form of Shares on the date(s) on which such ...Restrictions lapse (each, a "Delivery Date"). Unless indicated otherwise, Shares shall be delivered in an equal number (subject to rounding) as of each Delivery Date. (b) Retirement. The Restrictions shall lapse on the date of the Employee's Termination due to Retirement, and any Units not previously settled on a Delivery Date shall be settled in the form of Shares on the Delivery Date(s) set forth in subsection 4(a) above occurring after the date of such Retirement. (c) Death. The Restrictions shall lapse on the date of the Employee's Termination due to death, and any Units not previously settled on a Delivery Date shall be settled (for the person or persons to whom rights under the Award have passed by will or the laws of descent or distribution) in the form of Shares as soon as administratively possible after, and effective as of, the date of death. (d) Disability. The Restrictions shall lapse on the date of the Employee's Disability, and any Units not previously settled on a Delivery Date shall be settled in the form of Shares as soon as administratively possible after, and effective as of, the date of Disability. View More

Lapse of Restrictions. Subject to the provisions of Section 6 below: (a) Passage of Time. While the Employee is employed with the Company or its Subsidiaries, the Restrictions on one-third of the Shares will lapse on each of the first three anniversaries of the Grant Date until, on the third anniversary of the Grant Date, 100% of the Shares are no longer subject to the Restrictions. (b) Retirement. Upon the Employee's Termination due to Retirement, any Restrictions remaining after the date of such Retirement shall con...tinue to lapse on the anniversaries of the Grant Date as set forth in subsection 4(a) above. (c) Death. The Restrictions shall lapse on the date of the Employee's Termination due to death. (d) Disability. The Restrictions shall lapse on the date the Employee incurs twelve consecutive months of Disability. View More

Lapse of Restrictions. If, for any reason, Shares are issued to you within six (6) months of the grant date, you agree that you will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the grant date.

Lapse of Restrictions. (a) The restrictions described in Section 4(b) shall lapse with respect to all of the RSUs on the one (1) year anniversary of the date that is thirty-one (31) days following the Date of Grant. (b) Notwithstanding the provisions of Section 5(a), the restrictions described in Section 4(b) shall lapse with respect to all the RSUs at the time of the occurrence of any of the following events: (1) Your death or "Disability" (as defined in Section 11(a)); (2) Your Termination of Employment, but only if... such Termination of Employment is the result of a dismissal or other action by the Company or any of its Affiliates and does not constitute a "Termination for Cause" (as defined in Section 11(b)); or (3) A Change of Control of the Company, but only if the Administrator reasonably determines in good faith before the occurrence of a Change of Control that this Award Agreement shall not be honored or assumed and that an Alternative Award meeting the conditions of clauses (i) through (iv) in Article 14(a) of the Plan (and that will not result in adverse tax consequences to you under Code Section 409A) shall not be provided by any successor. 2 (c) Following the lapse of the restrictions described in Section 4(b) and, except as provided in the following sentence, subject to any applicable Election Form, the Company will issue you a certificate or provide evidence of book entry Shares as provided in Section 2 for the Shares covered by such RSUs in redemption of such RSUs. Notwithstanding any provision of any applicable Election Form, if the restrictions described in Section 4(b) lapse due to an event described in Section 5(b)(1) or 5(b)(3), settlement of the RSUs will occur as soon as practicable but in no event later than the sixtieth (60th) day after such event. View More

Lapse of Restrictions. The Participant accepts this Restricted Stock Award and agrees that the restrictions relative to the Award shall lapse and all Shares of Restricted Stock shall vest on the Vesting Date. Notwithstanding the foregoing, vesting shall be accelerated upon the following circumstances: (a)if within two years following a Change in Control, the Participant's employment is terminated by the Company or a subsidiary of the Company without Cause (a "Change in Control Termination"), the restrictions shall lap...se as to all Restricted Shares upon the earlier of the Vesting Date or the date of the Change in Control Termination; or (b)if a Participant leaves employment of the Company and its subsidiaries due to officer mandatory retirement requirements, death, disability or normal retirement at age 65 prior to the Vesting Date, the restrictions shall lapse as to such number of shares of Restricted Stock determined by multiplying the total number of Restricted Shares subject to this Award by a fraction the numerator of which is the number of full months from the Award Date to the Participant's termination date and the denominator of which is thirty-six (36). View More

Lapse of Restrictions. Subject to Section 10.12 of the Plan, and except as may otherwise be provided in a written agreement between Employee and the Company, the restrictions set forth in paragraph 3 shall lapse over a period of _____ (___) years in equal annual installments, beginning on _____________, 202___ and continuing until the restrictions have lapsed with respect to all of the Shares, as set forth in the following schedule: No. of Shares Date of Lapse _______ Upon request of Employee at any time after the dat...e that the restrictions set forth in paragraph 3 of this Agreement have lapsed with respect to any of the Shares, and such Shares have become vested, free and clear of all restrictions, except as provided in the Plan, the Company shall remove any restrictive notations placed on the books of the Company and the Stock Certificate(s) in connection with such restrictions. View More

Lapse of Restrictions. (a) Except as provided in paragraphs (b) and (c) below, the Restrictions on the Restricted Shares granted under this Agreement shall lapse on each of the first through third anniversaries of the Grant Date in accordance with the following schedule so long as the Participant remains continuously employed by the Company or one of its affiliates or Subsidiaries from the Grant Date through each such anniversary date: Percentage of Shares onDate Which Restrictions Lapse First Anniversary of Grant Dat...e 33 1/3%Second Anniversary of Grant Date 33 1/3%Third Anniversary of Grant Date 33 1/3% No fractional shares shall be issued as a result of the lapse of the Restrictions hereunder. If, as a result of the lapse of Restrictions, a fractional share would be issued, then the number of Shares as to which the Restrictions shall lapse shall be rounded to the nearest whole share, and an appropriate adjustment shall be made to the number of remaining Restricted Shares, so that the total number of Shares granted under this Agreement shall remain unchanged. (b) Notwithstanding the vesting schedule set forth in Section 6(a), in the event that the Participant's employment with the Company and its affiliates or Subsidiaries terminates as a result of the Participant's death or Disability, the Restrictions shall lapse on all of the Restricted Shares (if not already lapsed pursuant to paragraph (a) above) on the date of the Participant's termination due to such event. The occurrence of the Participant's Disability shall be determined by the Committee in accordance with the Plan. 2 (c) Notwithstanding any other provision of this Agreement, upon a Change in Control, all of the Restrictions shall immediately lapse on all of the Restricted Shares (if not already lapsed pursuant to paragraph (a) or (b) above) effective upon such Change in Control. (d) Upon lapse of the Restrictions in accordance with this Section 6, the Company shall, as soon as practicable thereafter, either deliver to the Participant an unrestricted certificate for the Shares with respect to which such Restrictions have lapsed or, as may be the case, issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized. View More

Lapse of Restrictions. Upon the lapse of the Restriction Period with respect to the applicable Common Shares and related dividends subject to this Share Award, the Participant's ability to hold, sell, transfer, pledge, assign or otherwise encumber the stock and dividends shall be unrestricted subject to the tax withholding requirements set forth in Paragraph 10(c).

Lapse of Restrictions. (a) Vesting. (i) General. Subject to the provisions set forth below, the Restricted Shares granted pursuant to Section 1 hereof shall vest (and the restrictions on transfer set forth in Section 2(b) hereof shall lapse) at such times (each, a "vesting date") and in the amounts set forth below, subject to the continued employment of the Participant by the Company or one of its Subsidiaries or Affiliates as of each such vesting date: 25% on February 27, 2014 25% on February 27, 2015 25% on February... 27, 2016 25% on February 27, 2017 Notwithstanding the foregoing, upon the occurrence of a Change in Control, the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested effective upon the date of the Change in Control. Notwithstanding anything herein to the contrary, no fractional shares shall be issuable upon any vesting date. With respect to all Restricted Shares, the Participant shall be entitled to receive, and retain, all ordinary and extraordinary cash and stock dividends which may be declared on the Restricted Shares with a record date on or after the Date of Grant and before any forfeiture thereof (regardless of whether a share later vests or is forfeited). (ii) Following Certain Terminations of Employment. Subject to the following paragraph, upon termination of the Participant's employment with the Company and its Subsidiaries and Affiliates for any reason, any Restricted Shares as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares. Notwithstanding the foregoing, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, (ii) the Participant terminates employment for Good Reason (as defined in the Employment Agreement by and between the Company and the Participant, dated as of February 11, 2013), or (iii) the Participant's employment is terminated by death or Disability (either before or after a Change in Control), the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested, with any remaining Restricted Shares being forfeited upon the date of such termination. Notwithstanding the foregoing or any provision hereof to the contrary, in the event that either (i) the Participant's employment is terminated by the Company (or its successor) or a Subsidiary or Affiliate without Cause, or (ii) the Participant terminates employment for Good Reason, in either case on or after the effective date of a Change in Control but prior to twelve (12) months following such Change in Control, then any Restricted Shares that are not vested as of the date of such termination shall immediately vest. (b) Restrictions. Until the restrictions on transfer of the Restricted Shares lapse as provided in Section 2(a) hereof, or as otherwise provided in the Plan, no transfer of the Restricted Shares or any of the Participant's rights with respect to the Restricted Shares, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Unless the Administrator determines otherwise, upon any attempt to transfer Restricted Shares or any rights in respect of Restricted Shares before the lapse of such restrictions, such Restricted Shares, and all of the rights related thereto, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind. View More