The Performance Shares earned pursuant to the Award will Vest on the date on which the Committee issues its written certification of the achievement of the Performance Goals set forth below (the “Vesting Date”), subject to the Participant’s continued employment through the Vesting Date. Such certification will be made by the Committee no later than 30 days following the date on which the Corporation’s independent auditors issue their opinion on the Corporation’s financial statements for the year ended December 31, 20    . On the Vesting Date, any Performance Shares subject to the Award that have not Vested will be forfeited.