The Performance Award shall vest on the the last day of the Performance Period (the “Vesting Date”) in a number of shares of Company Stock equal to the multiple of the Total Target Performance Award achieved, as determined by the Committee (or its designee) in accordance with the vesting provisions of Exhibit A hereto, provided that the Participant is employed by the Company or one of its Subsidiaries on the Vesting Date (other than as is provided by Paragraph 4 of this Award Agreement). Any shares of Company Stock earned in accordance with the prior sentence shall be delivered to the Participant as soon as practicable following the Vesting Date, but no later than the later to occur of (i) the end of the calendar year in which the Vesting Date occurs or (ii) by the fifteenth day of the third calendar month following the Vesting Date. Any portion of the Performance Award that could have been earned in accordance with the provisions of Exhibit A that is not earned as of the Vesting Date, as determined by the Committee (or its designee), shall be immediately forfeited.