The Performance Shares shall vest and be delivered in shares of Common Stock in [            ] equal installments (rounded to the nearest whole share) on [INSERT VESTING DATE(S)], provided that (i) the threshold Performance Criteria established by the Committee with respect to the Performance Shares is achieved for the Performance Period, in each case as set forth on Exhibit A hereto, and (ii) except as set forth in this Section 2(a) , the Participant has not experienced a Termination prior to the applicable vesting date(s). There shall be no proportionate or partial vesting in the periods prior to the applicable vesting date(s) and all vesting shall occur only on the applicable vesting date(s). As soon as reasonably practicable following the end of the Performance Period, the Committee will certify the satisfaction of the Performance Criteria and determine the number of Performance Shares that will continue to vest pursuant to this Section 2(a) in accordance with Exhibit A hereto, based on the extent to which the Performance Criteria is achieved (if at all). Notwithstanding anything herein to the contrary, the Committee, in its sole and absolute discretion, shall determine when, whether, and if so, the extent to which, the Performance Criteria for the Performance Period has been achieved, and the extent to which the Performance Shares shall be earned, even if the applicable target has been achieved or partially achieved. In addition, notwithstanding anything herein to the contrary, in the event of a Termination due to the Participant’s death following the end of the Performance Period but prior to the applicable vesting date(s), the Performance Shares will vest in full as of the date of such Termination, based on the extent to which the Performance Criteria is achieved (if at all).