Common use of Annual Equity Award Clause in Contracts

Annual Equity Award. Employee shall be eligible to receive an annual equity award under the Equity Incentive Plan for each complete calendar year that Employee is employed by the Company hereunder (the “Annual Equity Award”). The Annual Equity Award shall have an aggregate target value, determined as of the applicable date(s) of grant, of approximately 100% of Employee’s Base Salary as in effect on date of grant for such Annual Equity Award (the “Award Year”). The amount and type(s) of equity award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the one-half of the Annual Equity Award shall consist of restricted stock units subject to time-based vesting (the “Time RSUs”) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUs”). The terms and conditions (including vesting) applicable to the Annual Equity Award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second and third anniversary of the applicable date of grant and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement. Notwithstanding the foregoing, Employee shall receive an Annual Equity Award for calendar year 2017 (the “2017 Guaranteed Annual Equity Award”), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 25% of Employee’s Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 25% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to (a) pro-ration for the portion of the 2017 calendar year that Employee is employed by the Company and (b) the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally. On or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Other than the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award, future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof).

Annual Equity Award. For each calendar year during the Employment Period, beginning in calendar year 2022, it is the present expectation that iHeartMedia shall grant to the Employee shall be eligible to receive an annual equity equity-based compensation award under the Equity Incentive Plan for each complete calendar year that Employee is employed by the Company hereunder covering shares of iHeartMedia’s Class A common stock with a target aggregate grant-date fair value equal to $8,000,000 (the “Annual Equity Award”). The , and that 50% of the total Annual Equity Award grant-date fair value shall have an aggregate target valuevest based on the Employee’s continued service with the Company, determined as and the remaining 50% of the total Annual Equity Award grant-date fair value shall vest based on achievement of performance goals and continued service. Notwithstanding the generality of the foregoing, the Board (or its Compensation Committee) shall determine in its sole discretion whether to grant an Annual Equity Award to the Employee, and if the Board (or its Compensation Committee) so determines, the amount and terms and conditions applicable date(s) of grant, of approximately 100% of Employee’s Base Salary as in effect on date of grant for such to any Annual Equity Award (the “Award Year”). The amount which terms and type(s) of equity award conditions shall be determined by no less favorable than those provided in annual equity awards granted to other senior executives of iHeartMedia), and the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the one-half terms and conditions of the Annual Equity Award Awards shall consist of restricted stock units be set forth in separate award agreements to be entered into by the Employee and iHeartMedia, which shall provide for accelerated vesting upon a Qualifying Termination that occurs on or following a Change in Control (as defined in the Plan), subject to time-based vesting (i) the “Time RSUs”Employee signing and returning (and not revoking) the Release (as defined below) by the sixtieth (60th) day following the date of termination and one-half (ii) the Employee’s continued compliance in all material respects with the restrictive covenants set forth in Section 4; provided, that the Company shall provide the Employee with written notice of any breach thereof, and the Annual Equity Award shall consist of restricted stock units subject Employee will have no less than 30 days to performance-based vesting (the “Performance RSUs”). The terms and conditions (including vesting) applicable cure such breach, to the extent curable. Except as otherwise specifically provided in this Agreement, each Annual Equity Award shall be determined governed in all respects by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second terms and third anniversary conditions of the applicable date of grant Plan and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement. Notwithstanding the foregoing, Employee shall receive an Annual Equity Award for calendar year 2017 (the “2017 Guaranteed Annual Equity Award”), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 25% of Employee’s Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 25% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to (a) pro-ration for the portion of the 2017 calendar year that Employee is employed by the Company and (b) the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally. On or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Other than the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award, future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof).

Annual Equity Award. Employee (i) In March 2011, with respect to fiscal year 2011, the Executive shall be eligible to receive granted an annual equity compensation award under in the Equity form of 50,000 restricted stock units (the “0000 XXXx”) pursuant to the 2010 Incentive Plan for each complete calendar year that Employee is employed by Award Plan. The terms and conditions of the 0000 XXXx shall be set forth in one or more written award agreements between the Company hereunder and the Executive, which shall provide that (A) subject to the Executive’s continuous employment with the Company, the 0000 XXXx shall vest in substantially equal installments on each of the first three anniversaries of the date of grant, (B) notwithstanding the forgoing Section 3(d)(i)(A), the 0000 XXXx shall become fully vested immediately prior to a Change in Control, and subject to Section 3(d)(i)(A) and 3(d)(i)(B), shall contain the same general terms and conditions as annual equity awards made to other senior executives of the Company. Prior to vesting, the 0000 XXXx shall not be transferable and, except as otherwise set forth in this Agreement, shall be subject to forfeiture upon the Executive’s termination of employment with the Company. (ii) Commencing after fiscal year 2011, the Executive shall be granted an annual equity compensation award with a value equal to 150% of his Annual Base Salary in each applicable year of the Term (each such award, an “Annual Equity Award”). The Annual Equity Award shall have an aggregate target value, determined as form of the applicable date(s) of grant, of approximately 100% of Employee’s Base Salary as in effect on date of grant for such each Annual Equity Award (the “Award Year”). The amount and type(s) of equity award shall be determined by the Board (or a committee thereof) annuallyi.e., in its sole discretionoptions, but it is anticipated that the one-half of the Annual Equity Award shall consist of restricted stock units subject to timeor other equity-based vesting (compensation awards), and the “Time RSUs”) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUs”). The terms and conditions (including vesting) applicable to the of each Annual Equity Award shall be determined by the Committee or the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs discretion and shall vest in three substantially equal annual installments on the first, second and third anniversary of the applicable date of grant and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and be set forth in one or more written award agreements between the applicable award agreementCompany and the Executive; provided that each Annual Equity Award (A) shall become fully vested with respect to all options, restricted stock units or other equity-based compensation awards covered thereby immediately prior to a Change in Control and (B) shall be granted at the same time as, and, except as set forth in this Agreement (including Section 3(d)(ii)(A)), shall be subject to the same vesting schedule (including performance vesting) and other general terms and conditions as, annual equity awards made to other senior executives of the Company. Notwithstanding the foregoingforegoing and anything to the contrary in the 2010 Incentive Award Plan, Employee the Committee (as defined in the 2010 Incentive Award Plan) shall receive not reduce or eliminate the value of any performance-based portion of an Annual Equity Award for calendar year 2017 (to the “2017 Guaranteed Annual Equity Award”), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by Executive pursuant to the Company from last sentence of Section 5.4 of the Effective Date through 2010 Incentive Award Plan if the applicable date performance vesting targets are attained. (iii) The agreements containing the terms of grantthe Sign-On RSUs and the 0000 XXXx shall provide that, that shall consist notwithstanding any provision of (i) Time RSUs the 2010 Incentive Award Plan or any grant notice thereunder, the Executive is not required to accept as binding, conclusive or final any decisions or interpretations of the administrator of such plan unless such decisions or interpretations are necessary or appropriate to comply with an aggregate value equal to approximately 25% applicable law or the rules of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 25% any securities exchange or automated quotation system on which shares of Employee’s Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Datecapital stock are listed, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 25% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to (a) pro-ration for the portion of the 2017 calendar year that Employee is employed by the Company and (b) the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally. On quoted or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Other than the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award, future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof)traded.

Annual Equity Award. Employee The Executive shall be eligible to receive an annual equity award under granted or allocated restricted stock units (or such other securities/instruments that the Equity Incentive Plan for each complete calendar year that Employee is employed Committee deems appropriate) (“Awarded Securities”) as part of the long-term incentive compensation approved annually by the Company hereunder Committee (the “Annual Equity Award”) with respect to each fiscal year during the Employment Period commencing with the fiscal year ending December 31, 2016. Each Annual Equity Award shall be granted pursuant to the terms and conditions of the Partnership’s 2014 Stock Incentive Plan, as may be amended, restated or supplemented from time to time (the “Plan”). The Annual Equity Award in respect of any fiscal year shall have an aggregate target value, determined as be granted no later than seven (7) calendar days following the completion of the applicable date(saudit of the Company’s financial statements for the fiscal year preceding the year the Awarded Securities are granted or allocated (the “Grant Year”) of grant, of approximately 100% of Employee’s Base Salary as (and in effect on any event no later than the date of grant for such any Annual Equity Award (or other equity-based compensation is granted to other senior executives of the “Award Year”Company in respect of such fiscal year). The amount and type(s) number of equity award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated Awarded Securities that the one-half of the comprise an Annual Equity Award shall consist of restricted stock units subject to time-based vesting (be no less than the “Time RSUs”) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUs”). The terms and conditions (including vesting) applicable number equal to the Annual Equity Award Cash Equivalent (defined below) divided by the average closing price of the Company’s common stock on the primary exchange on which it trades (the “Closing Price”) for the final fifteen (15) trading days of the Grant Year. The “Annual Equity Award Cash Equivalent” shall be determined an amount not less than one times the salary compensation received by the Board Executive from the Company in the Grant Year (or a committee thereof) annually, “Salary”). Distributions shall be paid on Awarded Securities issued from and after the date of issuance in its sole discretion, but it is anticipated that accordance with the Time RSUs shall vest in three substantially equal annual installments on the first, second terms and third anniversary conditions of the applicable date of grant Plan and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement; provided, that, there shall be no reduction to such distributions compared to distributions paid in respect of common units of the Partnership generally. Notwithstanding the foregoingOther than as stated in this paragraph, Employee shall receive an Annual Equity Award for calendar in respect of any fiscal year 2017 shall have terms and conditions substantially identical (the “2017 Guaranteed Annual Equity Award”), which shall be granted and in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the any event no less favorable in any respect) to those applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 25% of Employee’s Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related generally granted to the Company’s budget and forecast other senior executives in place sixty (60) days following the Effective Date, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 25% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to (a) pro-ration for the portion respect of the 2017 calendar year that Employee is employed by the Company and (b) the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally. On or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Other than the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award, future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof)same fiscal year.

Annual Equity Award. Employee For each full calendar year during the Term, Executive shall be eligible to receive an a targeted annual equity award under the Equity Incentive Plan for each complete calendar year that Employee is employed by the Company hereunder equal to % of his then-current Base Compensation (the each, an “Annual Equity Award”). The actual amount of the Annual Equity Award (which may be less or more than the targeted amount) will be determined based on the achievement of performance criteria relating to both Executive and the Company, as determined each year in good faith by the Compensation Committee, following consultation with Executive. The Annual Equity Award, if any, shall have an aggregate target valuebe granted to Executive by no later than March 15 of the year following the year to which such Annual Equity Award relates, determined so long as Executive is actively employed by the Company and has not provided a notice of resignation to the Company or received a notice of termination from the Company as of the date of grant. The Annual Equity Award may be in the form of restricted shares, restricted share units or such other equity or equity-based awards as may be granted to senior executives under the Amended and Restated Aircastle Limited 2014 Omnibus Incentive Plan (as may be amended from time to time, the “2014 Plan”) or a successor plan, and shall vest in equal, annual tranches on January 1 of each of the first three calendar years following the date of grant, generally subject to Executive’s continued employment with the Company as of the applicable date(svesting date, and shall otherwise be subject to the terms and conditions of this Agreement and, to the extent not inconsistent with this Agreement, the terms and conditions of the 2014 Plan (or any successor plan) and the definitive award agreement evidencing the grant of grant, of approximately 100% of Employee’s Base Salary as in effect on date of grant for such the Annual Equity Award (the “Award Year”under this Section 3(c). The Notwithstanding the foregoing, for calendar year , the targeted amount and type(s) of equity award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the one-half of the Annual Equity Award shall consist be reduced by %, and in lieu thereof, Executive shall receive a long-term equity award in the form of restricted stock performance share units subject with a targeted equity award value equal to time-based vesting (the “Time RSUs”) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUsLTIP Award”). The terms and conditions (including vesting) applicable For each full calendar year thereafter during the Term, any reduction in the LTIP Award or changes to the Annual Equity Award Award, except as provided above, shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second and third anniversary of the applicable date of grant and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement. Notwithstanding the foregoing, Employee shall receive an Annual Equity Award for calendar year 2017 (the “2017 Guaranteed Annual Equity Award”), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 25% of Employee’s Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 25% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to (a) pro-ration for the portion express approval of the 2017 calendar year that Employee is employed by the Company and (b) the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally. On or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Other than the 2017 Guaranteed Annual Equity Award Executive and the 2017 Performance Annual Equity Award, future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof)Company.

Annual Equity Award. Employee shall be eligible to receive an annual equity award under the Equity Incentive Plan for each complete calendar year that Employee is employed by the Company hereunder (the “Annual Equity Award”). The Annual Equity Award shall have an aggregate target value, determined as of the applicable date(s) of grant, of approximately 10070% of Employee’s Base Salary as in effect on date of grant for such Annual Equity Award (the “Award Year”). The amount and type(s) of equity award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the one-half of the Annual Equity Award shall consist of restricted stock units subject to time-based vesting (the “Time RSUs”) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUs”). The terms and conditions (including vesting) applicable to the Annual Equity Award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second and third anniversary of the applicable date of grant and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement. Notwithstanding the foregoing, Employee shall receive an Annual Equity Award for calendar year 2017 (the “2017 Guaranteed Annual Equity Award”), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 2517.5% of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 2517.5% of Employee’s Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Date, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 2517.5% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 2517.5% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to (a) pro-ration for the portion of the 2017 calendar year that Employee is employed by the Company and (b) the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally. On or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Other than the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award, future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof).the

Annual Equity Award. Employee (i) In March 2011, with respect to fiscal year 2011, the Executive shall be eligible to receive granted an annual equity compensation award under in the Equity form of 400,000 restricted stock units (the “2000 XXXx”) pursuant to the 2010 Incentive Plan for each complete calendar year that Employee is employed by Award Plan. The terms and conditions of the 2000 XXXx shall be set forth in one or more written award agreements between the Company hereunder and the Executive, which shall provide that (A) subject to the Executive’s continuous employment with the Company, the 2000 XXXx shall vest in substantially equal installments on each of the first three anniversaries of the date of grant, (B) notwithstanding the forgoing Section 3(f)(i)(A), the 2000 XXXx shall become fully vested immediately prior to a Change in Control, and subject to Section 3(f)(i)(A) and 3(f)(i)(B), and shall contain the same general terms and conditions as annual equity awards made to other senior executives of the Company. Prior to vesting, the 2000 XXXx shall not be transferable and, except as otherwise set forth in this Agreement, shall be subject to forfeiture upon the Executive’s termination of employment with the Company. (ii) Commencing after fiscal year 2011, the Executive shall be granted an annual equity compensation award with a value equal to 200% of his Annual Base Salary in each applicable year of the Term (each such award, an “Annual Equity Award”). The Annual Equity Award shall have an aggregate target value, determined as form of the applicable date(s) of grant, of approximately 100% of Employee’s Base Salary as in effect on date of grant for such each Annual Equity Award (the “Award Year”). The amount and type(s) of equity award shall be determined by the Board (or a committee thereof) annuallyi.e., in its sole discretionoptions, but it is anticipated that the one-half of the Annual Equity Award shall consist of restricted stock units subject to timeor other equity-based vesting (compensation awards), and the “Time RSUs”) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUs”). The terms and conditions (including vesting) applicable to the of each Annual Equity Award shall be determined by the Committee or the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs discretion and shall vest in three substantially equal annual installments on the first, second and third anniversary of the applicable date of grant and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and be set forth in one or more written award agreements between the applicable award agreementCompany and the Executive; provided that each Annual Equity Award shall be granted at the same time as, and, except as set forth in this Agreement, shall be subject to the same vesting schedule (including performance vesting) and other general terms and conditions as, annual equity awards made to other senior executives of the Company. Notwithstanding the foregoingforegoing and anything to the contrary in the 2010 Incentive Award Plan, Employee the Committee (as defined in the 2010 Incentive Award Plan) shall receive not reduce or eliminate the value of any performance-based portion of an Annual Equity Award for calendar year 2017 (to the “2017 Guaranteed Annual Equity Award”), which shall be granted in calendar year 2018 provided that Employee remains continuously employed by Executive pursuant to the Company from last sentence of Section 5.4 of the Effective Date through 2010 Incentive Award Plan if the applicable date performance vesting targets are attained. (iii) The agreements containing the terms of grantthe Sign-On RSUs and the 2000 XXXx shall provide that, that shall consist notwithstanding any provision of (i) Time RSUs the 2010 Incentive Award Plan or any grant notice thereunder, the Executive is not required to accept as binding, conclusive or final any decisions or interpretations of the administrator of such plan unless such decisions or interpretations are necessary or appropriate to comply with an aggregate value equal to approximately 25% applicable law or the rules of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 25% any securities exchange or automated quotation system on which shares of Employee’s Base Salary. In addition, Employee shall be eligible to receive an Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related to the Company’s budget and forecast in place sixty (60) days following the Effective Datecapital stock are listed, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 25% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to (a) pro-ration for the portion of the 2017 calendar year that Employee is employed by the Company and (b) the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generally. On quoted or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Other than the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award, future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof)traded.

Annual Equity Award. Employee shall be eligible to receive an annual equity award under the Equity Incentive Plan for each complete calendar year that Employee is employed by the Company hereunder (the “Annual Equity Award”). The Annual Equity Award shall have an aggregate target value, determined as of the applicable date(s) of grant, of approximately 100% of Employee’s Base Salary as in effect on date of grant for such Annual Equity Award (the “Award Year”). The amount and type(s) of equity award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the one-half of the Annual Equity Award shall consist of restricted stock units subject to time-based vesting (the “Time RSUs”) and one-half of the Annual Equity Award shall consist of restricted stock units subject to performance-based vesting (the “Performance RSUs”). The terms and conditions (including vesting) applicable to the Annual Equity Award shall be determined by the Board (or a committee thereof) annually, in its sole discretion, but it is anticipated that the Time RSUs shall vest in three substantially equal annual installments on the first, second and third anniversary of the applicable date of grant and the Performance RSUs shall xxxxx xxxx in full on the third anniversary of the applicable date of grant, subject to satisfaction of applicable performance condition(s) established by the Board (or a committee thereof), in its sole discretion, and communicated to Employee on such date of grant and set forth in the applicable award agreement. Notwithstanding It is understood by parties that the foregoing, Employee shall receive an Annual Equity Award for calendar year 2017 (the “2017 Guaranteed Annual Equity Award”), which shall to be granted in calendar year 2018 provided that Employee remains continuously employed by is based in part on an employee’s service to the Company from during 2017, achievement of certain operational and financial metrics during 2017 and alignment with interests of long-term shareholders. As such, the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with an aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with an aggregate target value equal to approximately 25% of Employee’s Base Salary. In addition, Employee shall be eligible to receive an 2018 Annual Equity Award for the calendar year 2017 (the “2017 Performance Annual Equity Award”) based on the achievement of performance targets established by the Board (or a committee thereof) related may be prorated to the Company’s budget and forecast take these factors in place sixty (60) days following the Effective Date, which shall be granted in calendar year 2018 provided that Employee remains continuously employed by the Company from the Effective Date through the applicable date of grant, that shall consist of (i) Time RSUs with aggregate value equal to approximately 25% of Employee’s Base Salary and (ii) Performance RSUs with aggregate target value equal to approximately 25% of Employee’s Base Salary. In each case, the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award will be subject to (a) pro-ration for the portion of the 2017 calendar year that Employee is employed by the Company and (b) the anticipated terms and conditions described above in this Section 3(e) for Annual Equity Awards generallyaccount. On or following the date of a Change in Control, all outstanding unvested Time RSUs (or, if applicable, any award(s) granted in substitution for the Time RSUs by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the Protection Period by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), or (ii) the first anniversary of such Change in Control. Upon the date of a Change in Control, any outstanding unvested Performance RSUs shall immediately become vested, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the date of such Change in Control. Other than the 2017 Guaranteed Annual Equity Award and the 2017 Performance Annual Equity Award, future Future Annual Equity Awards granted to Employee shall be in the sole discretion of the Board (or a committee thereof).