| Grantee: | Date: | ||||||||||||||||
| (Signature) | |||||||||||||||||
| Company: | Date: | ||||||||||||||||
| Name: | |||||||||||||||||
Title: | |||||||||||||||||
| Restricted Share Units | This Agreement evidences an award of restricted share units in the number set forth on the cover sheet, which are subject to the vesting and other terms and conditions set forth in the Agreement and in the Plan (the “Restricted Share Units”). | ||||
| Restricted Share Units Transferability | Except to the extent the Plan, Applicable Law, and the Committee permit transfer to a Family Member, your Restricted Share Units may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Share Units be made subject to execution, attachment, or similar process. If you attempt to do any of these things in contravention of the prior sentence, you will immediately forfeit your Restricted Share Units. | ||||
| Vesting | Your Restricted Share Units will vest in accordance with the Vesting Schedule set forth on the cover sheet of this Agreement, subject to your continued Service through each vesting date. In the event of your Retirement, any Restricted Share Units that are outstanding on the date of your Retirement will remain outstanding and eligible to vest in accordance with the Vesting Schedule set forth on the cover sheet of this Agreement, subject to (i) the second paragraph under “Forfeiture of Restricted Share Units” below, and (ii) so long as you do not breach any restrictive covenants or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provisions set forth in the separation agreement referenced in the next paragraph. Retirement means your voluntary resignation from employment, other than while grounds for Cause exist, provided that: (i) you are (A) at least 55 years old, (B) have at least five years of service with the Company, and (C) the sum of your age and years of service is at least [70]; (ii) you provided the Company written notice of your intention to retire at least six months prior to the retirement date; (iii) the Committee has taken separate action to approve the retirement date and the continued vesting; and (iv) you have entered into a separation agreement (including a full release of claims and any non-competition and/or non-solicitation covenants) with the Company in such form as may be provided by the Company, and if the execution of such separation agreement is subject to a revocation period by Applicable Law, the separation agreement has not been revoked and the applicable revocation period, which may not exceed 10 days, has expired. If and when (a) the preceding conditions for Retirement are satisfied, (b) the performance conditions set forth in the Vesting Schedule have been satisfied, and (c) the earned Restricted Share Units remain subject to additional time-vesting conditions set forth on the Vesting Schedule, the Company will determine and, after reasonable notice to you, withhold, based on the closing price of the Common Shares on the New York Stock Exchange near the date of the withholding, the number of Restricted Share Units that collectively represent a value equal to (i) the amount of taxes that become due under the Federal Insurance Contributions Act as a result of the Retirement conditions and performance conditions having been satisfied plus (ii) any pyramiding federal, state, local, or foreign tax or withholding payments that become due as a result of the accelerated vesting and deemed issuance and payment for the Restricted Share Units as described in this paragraph (the “Withholding RSUs”). The Company will calculate and remit these tax amounts on your behalf and the amount of Restricted Share Units covered by this Agreement that are next scheduled to vest will be reduced by the number of Withholding RSUs. However, if, after receipt of notice of the withholding obligation, you promptly tender a cash payment to the Company equal to the withholding obligation, then there will be no reduction in the amount of Restricted Share Units covered by this Agreement. | ||||
Your Restricted Share Units will vest in accordance with the Vesting Schedule set forth on the cover sheet of this Agreement, subject to your continued Service through each vesting date. In the event of your Retirement, any Restricted Share Units that are outstanding on the date of your Retirement will remain outstanding and eligible to vest in accordance with the Vesting Schedule set forth on the cover sheet of this Agreement, subject to (i) the second paragraph under “Forfeiture of Restricted Share Units” below, and (ii) so long as you do not breach any restrictive covenants or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provisions set forth in the separation agreement referenced in the next paragraph. Retirement means your voluntary resignation from employment, other than while grounds for Cause exist, provided that: (i) you are (A) at least 55 years old, (B) have at least five years of service with the Company, and (C) the sum of your age and years of service is at least [70]; (ii) you provided the Company written notice of your intention to retire at least six months prior to the retirement date; (iii) the Committee has taken separate action to approve the retirement date and the continued vesting; and (iv) you have entered into a separation agreement (including a full release of claims and any non-competition and/or non-solicitation covenants) with the Company in such form as may be provided by the Company, and if the execution of such separation agreement is subject to a revocation period by Applicable Law, the separation agreement has not been revoked and the applicable revocation period, which may not exceed 10 days, has expired. If and when (a) the preceding conditions for Retirement are satisfied, (b) the performance conditions set forth in the Vesting Schedule have been satisfied, and (c) the earned Restricted Share Units remain subject to additional time-vesting conditions set forth on the Vesting Schedule, the Company will determine and, after reasonable notice to you, withhold, based on the closing price of the Common Shares on the New York Stock Exchange near the date of the withholding, the number of Restricted Share Units that collectively represent a value equal to (i) the amount of taxes that become due under the Federal Insurance Contributions Act as a result of the Retirement conditions and performance conditions having been satisfied plus (ii) any pyramiding federal, state, local, or foreign tax or withholding payments that become due as a result of the accelerated vesting and deemed issuance and payment for the Restricted Share Units as described in this paragraph (the “Withholding RSUs”). The Company will calculate and remit these tax amounts on your behalf and the amount of Restricted Share Units covered by this Agreement that are next scheduled to vest will be reduced by the number of Withholding RSUs. However, if, after receipt of notice of the withholding obligation, you promptly tender a cash payment to the Company equal to the withholding obligation, then there will be no reduction in the amount of Restricted Share Units covered by this Agreement. | |||||
| Change in Control | Notwithstanding the Vesting Schedule set forth on the cover sheet, your Restricted Share Units will accelerate if so provided in Section 17.3 or 17.4 of the Plan in the event of a Change in Control. For purposes of this Agreement, “Change in Control” will have the same meaning as defined in the Plan; provided, however, that in no event will a Change in Control be deemed to have occurred under Section 17.3 or 17.4 of the Plan if the Company is merged or consolidated with an Affiliate, even if the Company’s shareholders hold less than 50% of the combined voting power of the voting securities of the Company in the surviving entity. Without limiting the generality of Section 17.4 of the Plan, with respect to the Restricted Share Units that remain subject to performance conditions, all incomplete Performance Periods shall end on the date of the Change in Control and the applicable performance goals shall be deemed satisfied (A) based on the level of performance achieved as of the date of the Change in Control, if determinable, or (B) at the target level (100%), if not determinable. Each earned Restricted Share Unit shall thereafter be subject to any additional time-vesting conditions set forth on the Vesting Schedule set forth on the cover sheet of this Agreement. | ||||
| Forfeiture of Restricted Share Units | In the event that your Service terminates for any reason (except in the limited cases of death, Disability or Retirement as described above), you will forfeit to the Company all of the Restricted Share Units subject to this grant that have not yet vested. In the event you should take actions in violation or breach of the covenants set forth on Exhibit A, the Company has the right to cause an immediate forfeiture of (i) the Restricted Share Units related to this Agreement, including vested Restricted Share Units that have not yet settled (ii) any Common Shares you own that were received upon settlement of Restricted Share Units under this Agreement if the vesting of such Restricted Share Units was within one year of the breach, and (iii) any proceeds received by you upon the sale of any Common Shares received upon settlement of Restricted Share Units under this Agreement if the vesting of such Restricted Share Units was within one year of the breach. | ||||
| Leaves of Absence | For purposes of these Restricted Share Units, your Service does not terminate when you go on a bona fide employee leave of absence that the Company approves in writing if the terms of the leave provided for continued Service crediting or when continued Service crediting is required by Applicable Law or contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employment. The Company, in its sole discretion, determines which leave counts for these purposes and when your Service terminates for all purposes under the Plan. | ||||
| Delivery | In the event you become vested in all or a portion of the Restricted Share Units under this Agreement, the Restricted Share Units shall be settled by delivery of the Common Shares in respect of each Restricted Share Unit as soon as administratively practicable following: (a) the later of (i) the date the Restricted Share Units vest pursuant to the Vesting Schedule set forth on the cover sheet of this Agreement and (ii) the date the Committee determines the amount of restricted share units earned based on achievement of the relevant performance metrics as described in the Agreement, but in each case in no event later than March 15th of the year following the end of the performance period; or (b) in the case of a vesting pursuant to the accelerated vesting provisions under this Agreement, such vesting date. | ||||
| Evidence of Issuance | The issuance of the Common Shares with respect to the Restricted Share Units will be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more share certificates. | ||||
| Withholding | In the event that the Company determines that any federal, state, local, or foreign tax or withholding payment is required relating to this grant of Restricted Share Units, the issuance of Common Shares with respect to this grant, or the payment of dividends, the Company will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the Common Shares to be delivered in connection with the Restricted Share Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company, or (iv) withhold the delivery of vested Common Shares otherwise deliverable under this Agreement to meet such obligations; provided that the Common Shares so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by Applicable Law. | ||||
| Retention Rights | The Agreement and the grant of the Restricted Shares Units do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in any employment or other written agreement between you and the Company or any Affiliate, the Company and any Affiliate reserve the right to terminate your Service at any time and for any reason. | ||||
| Shareholder Rights | You have no rights as a shareholder of the Company with respect to the Restricted Share Units unless and until the Common Shares relating to the Restricted Share Units have been issued and either a certificate evidencing the Common Shares has been issued or an appropriate entry has been made on the Company’s books. Notwithstanding the foregoing, with respect to Restricted Share Units that remain subject to performance vesting conditions, you shall be entitled to receive Dividend Equivalents in respect of each Restricted Share Unit that is earned upon satisfaction of all performance vesting conditions, if any, pursuant to this Agreement or the Plan. Specifically, if the Company declared a regular cash dividend on the Common Shares during the period commencing on the Grant Date and ending on a date on which the performance vesting conditions are satisfied (each such period, a “Dividend Equivalent Period”), you shall be entitled to receive Dividend Equivalents in an amount equal to the number of Restricted Share Units that are earned upon satisfaction of the performance vesting conditions multiplied by the amount of the cash dividend per Common Share declared during the Dividend Equivalent Period, as if you had held a number of Common Shares equal to the number of earned Restricted Share Units on such date as of each dividend record date during the Dividend Equivalent Period. Any such Dividend Equivalents relating to your earned Restricted Share Units shall be payable in cash at the time they are earned, less applicable withholding taxes. You shall have no right to receive any Dividend Equivalents on Restricted Share Units that are not earned. With respect to Restricted Shares Units that are earned upon satisfaction of performance vesting conditions but remain subject to time vesting conditions, if the Company declares a regular cash dividend on the Common Shares during any period, you shall be entitled to receive Dividend Equivalents in an amount equal to the number of Restricted Share Units held on the record date for such dividend multiplied by the amount of the cash dividend per Common Share declared, as if you had held a number of Common Shares equal to the number of Restricted Share Units of the dividend record date. Any such Dividend Equivalents relating to your Restricted Share Units shall be payable in cash at the same time as the Common Shares underlying the Restricted Share Units, less applicable withholding taxes. The Restricted Share Units will be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event that the Company is subject to such corporate activity. | ||||
| Clawback | The Restricted Share Units are subject to mandatory repayment by you to the Company to the extent you are, or in the future become, subject to (i) the Company’s Executive Officer Performance-Based Compensation Recovery Policy, as may be amended, or any similar policy effective as of the Grant Date, (ii) any other Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule, or regulation, or (iii) any law, rule, or regulation which imposes mandatory recoupment, under the circumstances set forth in any such law, rule, or regulation. | ||||
| Applicable Law | The validity and construction of the Agreement will be governed by, and construed and interpreted in accordance with, applicable federal law and the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive laws of any other jurisdiction. Notwithstanding the foregoing, the validity and construction of Exhibit A will be governed by, and construed and interpreted in accordance with, applicable federal law and the laws of the jurisdiction that is your principal place of employment. | ||||
| The Plan | The text of the Plan is incorporated into the Agreement. Certain capitalized terms used in the Agreement are defined in the Plan and have the meaning set forth in the Plan. The Agreement and the Plan constitute the entire understanding between you and the Company regarding the Restricted Share Units. Any prior agreements, commitments, or negotiations concerning the Restricted Share Units are superseded except to the extent such agreement expressly provides that it supersedes the terms of this Agreement. | ||||
| Data Privacy | To administer the Plan, the Company may collect personal data about you. This data includes information provided in the Agreement, any changes to such information, and other personal and financial data about you, including your contact information and payroll information, for the purposes of facilitating the administration of the Plan. | ||||
| Disclaimer of Rights | The grant of Restricted Share Units under this Agreement will in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold any amounts in trust or escrow for payment to you. You will have no rights under this Agreement or the Plan other than those of a general unsecured creditor of the Company. Restricted Share Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the Plan and this Agreement. | ||||
| Code Section 409A | The grant of Restricted Share Units under this Agreement is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in this Agreement, neither the Company, any Affiliate, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A, and neither the Company, any Affiliate, the Board, nor the Committee will have any liability to you for such tax or penalty. | ||||