Common use of Award and Vesting of Restricted Stock Units Clause in Contracts

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement and the provisions of the Plan, the Company hereby grants Restricted Stock Units to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, the Grant Details and the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as the “RSU Restriction Period”) on the dates detailed in the Grant Details. (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, to either (i) return the Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries or Affiliates. The Committee shall have the exclusive discretion to determine whether there has been any Termination of Employment and/or whether there existed Cause.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement and the provisions of Plan and the PlanGrant Details, the Company hereby grants Restricted Stock Units to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, the Grant Details and the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as the “RSU Restriction Period”) on the dates detailed in the Grant Details. (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor lawsfor no reason), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the all remaining unvested Restricted Stock Units under shall be forfeited by the Plan, if any, will terminate Eligible Individual and canceled in their entirety effective immediately as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after such Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, to either (i) return the Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries or Affiliates. The Committee shall have the exclusive discretion to determine whether there has been any Termination of Employment and/or whether there existed Cause.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement Agreement, the Plan and the provisions of the PlanGrant Details (as defined below), the Company hereby grants Restricted Stock Units to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx wxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets set forth the number of Restricted Stock Units granted to you by the Company, the Grant Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, the Grant Details and the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as the “RSU Restriction Period”) on the dates detailed in the Grant Details. (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the Restricted Stock Unit award Award and any vesting in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units the Award after Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, to either (i) return the Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries or Affiliates. The Committee shall have the exclusive discretion to determine whether there has been any Termination of Employment and/or whether there existed Cause.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions provisions of this Agreement and to the provisions of the Plan, the Company Corporation hereby grants Restricted Stock Units to the Eligible IndividualEmployee. Reference is made to the “Grant DetailsSummary of Award” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located Sxxxx Xxxxxx Benefit Access System at xxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time)wxx.xxxxxxxxxxxxx.xxx. Your Grant DetailsSummary of Award, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date Corporation and the vesting schedule of the Restricted Stock Units Award Date (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. The Restricted Stock Units constitute “Performance Units” under Section 8 of the Plan, each with respect to one share of common stock of the Corporation, par value $.01 per share (the “Common Stock”). (b) Subject to the terms and conditions of this Agreement, the Grant Details provisions of the Plan [and subject to the Plansatisfaction of performance goals approved by the Committee on [DATE]], the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as is the “RSU Restriction Period”) on ): On the dates detailed in first anniversary of the Grant Details.Award Date 20% On the second anniversary of the Award Date 20% On the third anniversary of the Award Date 20% On the fourth anniversary of the Award Date 20% On the fifth anniversary of the Award Date 20% (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections Paragraph 1(b) and 1(c) above), in the event the Eligible Individual Employee incurs a Termination of Employment by the Company or any Subsidiary or Affiliate Corporation for Cause, or the Eligible Individual Employee voluntarily incurs a Termination of Employment within two (2) years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible IndividualEmployee’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, and the Company Corporation may cause the Eligible IndividualEmployee, immediately upon notice from the CompanyCorporation, either to either (i) return the Shares shares or cash issued upon settlement of Restricted Stock Units that which vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) to pay to the Company Corporation an amount equal to the aggregate amount, if any, that the Eligible Individual Employee had previously realized in respect of any and all Shares shares issued upon settlement of Restricted Stock Units that which vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (d) In the event the Employee incurs a Termination of Employment during the Restriction Period for any reason other than as set forth in Paragraph 1(c), all remaining unvested Restricted Stock Units shall be forfeited by the Employee and canceled in their entirety effective immediately upon such termination. (e) For purposes of this Agreement, employment with the Company Corporation shall include employment with the CompanyCorporation’s Subsidiaries Affiliates and its successors. Nothing in this Agreement or Affiliates. The Committee the Plan shall have confer upon the exclusive discretion Employee any right to determine whether there has been continue in the employ of the Corporation or any Termination of Employment and/or whether there existed Causeits Affiliates or interfere in any way with the right of the Corporation or any such Affiliates to terminate the Employee’s employment at any time.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions provisions of this Agreement and to the provisions of the Plan, the Company Corporation hereby grants to the Eligible Individual 31,117 Restricted Stock Units pursuant to Section 7 of the Eligible IndividualPlan. Reference is made to the “Grant DetailsSummary of Award” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located Sxxxx Xxxxxx Benefit Access System at xxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time)wxx.xxxxxxxxxxxxx.xxx. Your Grant DetailsSummary of Award, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date Corporation and the vesting schedule of the Restricted Stock Units Award Date (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, the Grant Details Agreement and the Planprovisions of the Plan and contingent upon satisfaction of applicable performance goals approved by the Committee (the “Performance Goals”), the Restricted Stock Units shall vest and no longer be subject to any restriction on the fifth anniversary of the Award Date (such period during which restrictions apply shall be referred to as is the “RSU Restriction Period”) on the dates detailed in the Grant Details). (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections Paragraph 1(b) and 1(c) above), in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate Corporation for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, and the Company Corporation may cause the Eligible Individual, immediately upon notice from the CompanyCorporation, either to either (i) return the Shares shares issued upon settlement of Restricted Stock Units that vested during the two-two year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) to pay to the Company Corporation an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares shares issued upon settlement of Restricted Stock Units that vested during the two-two year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (ed) For purposes Notwithstanding the provisions of this AgreementParagraph 1(b), employment with in the Company shall include employment with event that (i) the Company’s Subsidiaries or Affiliates. The Committee shall have the exclusive discretion to determine whether there has been any Eligible Individual incurs a Termination of Employment and/or whether there existed Cause.during the Restriction Period (other than by

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement and the provisions of Agreement, the Plan, and the Grant Details (as defined below), the Company hereby grants Restricted Stock Units a target number of PSUs to the Eligible IndividualIndividual (“Target PSUs”), with the actual number of PSUs to be earned over a period of two years based on the extent to which the Company achieves each of the performance metrics established by the Company (the “Performance Metric I” and “Performance Metric II”, and together the “Performance Metrics”), with each Performance Metric carrying a weight of 50%. The actual number of PSUs to be earned pursuant to this Agreement will be based on the extent to which the Performance Metrics are achieved relative to the targets and may be more or less than the Target PSUs. In no event will the number of PSUs earned hereunder exceed 200% of the Target PSUs. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx wxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) The number of PSUs earned under this Award shall be calculated following the completion of the two-year performance period (the “Performance Period”) and on the basis of the level to which the Performance Metrics are actually attained relative to the targets for the Performance Period. No payment of the PSU Award will be earned unless the Company achieves at least 90% of either of the Performance Metric targets for the Performance Period. If the Company achieves 108% or more for Performance Metric I target and 106% or more for Performance Metric II target, then 200% of the Target PSUs will be earned for such Performance Period. (c) Performance Metrics mean performance metrics and weightings that will be tied to the annual business plan and strategic objectives. As a result, performance metrics and weightings will be established by the Compensation Committee annually, no later than 90 days after the commencement of each Performance Period. Actual performance targets will be established by the Version February 2023 Compensation Committee annually, no later than 90 days after the commencement of each Performance Period. (d) Within ninety days of the completion of each Performance Period, the Committee will determine in its sole discretion and certify in accordance with the requirements of Section 162(m) of the Code, the extent to which the Performance Metrics have been satisfied. The day the Committee certifies the extent to which the Performance Metrics have been satisfied is the “Determination Date”. (e) Subject to the terms and conditions of this Agreement, the Grant Details Details, and the Plan, the Restricted Stock Units shall actual number of PSUs will vest and no longer settle 50% following the end of the Performance Period on December 31, 2024 (as soon thereafter the Company determines the extent to which the Performance Metrics have been achieved and the actual number of PSUs to be subject to any restriction (such period awarded), and the remaining 50% on December 31, 2025. The time during which restrictions apply shall be referred to as the “RSU PSU Restriction Period”) on the dates detailed in the Grant Details. (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, to either (i) return the Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries or Affiliates. The Committee shall have the exclusive discretion to determine whether there has been any Termination of Employment and/or whether there existed Cause.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement and the provisions of Plan and the PlanGrant Details, the Company hereby grants Restricted Stock Units to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, the Grant Details and the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as the “RSU Restriction Period”) on if and to the dates detailed extent that the performance goals specified in the Grant DetailsAppendix A hereto are satisfied. (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor lawsfor no reason), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the all remaining unvested Restricted Stock Units under shall be forfeited by the Plan, if any, will terminate Eligible Individual and canceled in their entirety effective immediately as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after such Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, to either (i) return the Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries or Affiliates. The Committee shall have the exclusive discretion to determine whether there has been any Termination of Employment and/or whether there existed Cause.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement and the provisions of Plan and the PlanGrant Details, the Company hereby grants Restricted Stock Units to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Award Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, Agreement and the Grant Details and provisions of the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as is the “RSU Restriction Period”) on the dates detailed in the Grant Details. (c) In Notwithstanding any terms or conditions of the Plan to the contrary, in the event a of Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of the Termination of Employment of the Eligible Individual and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after Termination of Employment, if any, will be measured to by the date of the Termination of Employment and will not be extended by any notice period mandated under local law. The Committee shall have the exclusive discretion to determine the date of the Termination of Employment of the Eligible Individual for purposes of this Agreement. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, either to either (i) return the Shares shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) to pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries, Affiliates and successors. Nothing in this Agreement or the Plan shall confer upon the Eligible Individual any right to continue in the employ of the Company or any of its Subsidiaries or AffiliatesAffiliates or interfere in any way with the right of the Company or any such Subsidiaries or Affiliates to terminate the Eligible Individual’s employment pursuant to relevant employment contract between the Company or any Subsidiaries or Affiliates located in China and the Eligible Individual. For the avoidance of doubt, the employment relationship between the Eligible Individual and the Company, or any Subsidiaries or Affiliates located in China shall be governed by relevant employment contracts between them. The Committee shall have the exclusive discretion to determine whether there has been any interruption or Termination of Employment and/or whether there existed CauseEmployment.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement and the provisions of Plan and the PlanGrant Details (as defined below), the Company hereby grants Restricted Stock Units to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx wxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Award Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, Agreement and the Grant Details and provisions of the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as is the “RSU Restriction Period”) on the dates detailed in the Grant Details. (c) In Notwithstanding any terms or conditions of the Plan to the contrary, in the event a of Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of the Termination of Employment of the Eligible Individual and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after Termination of Employment, if any, will be measured to by the date of the Termination of Employment and will not be extended by any notice period mandated under local law. The Committee shall have the exclusive discretion to determine the date of the Termination of Employment of the Eligible Individual for purposes of this Agreement. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, either to either (i) return the Shares shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) to pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries, Affiliates and successors. Nothing in this Agreement or the Plan shall confer upon the Eligible Individual any right to continue in the employ of the Company or any of its Subsidiaries or AffiliatesAffiliates or interfere in any way with the right of the Company or any such Subsidiaries or Affiliates to terminate the Eligible Individual’s employment pursuant to relevant employment contract between the Company or any Subsidiaries or Affiliates located in China and the Eligible Individual. For the avoidance of doubt, the employment relationship between the Eligible Individual and the Company, or any Subsidiaries or Affiliates located in China shall be governed by relevant employment contracts between them. The Committee shall have the exclusive discretion to determine whether there has been any interruption or Termination of Employment and/or whether there existed CauseEmployment.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions provisions of this Agreement and to the provisions of the Plan, the Company Corporation hereby grants Restricted Stock Units to the Eligible IndividualEmployee pursuant to Section 7 of the Plan. Reference is made to the “Grant DetailsSummary of Award” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located Xxxxx Xxxxxx Benefit Access System at xxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time)xxx.xxxxxxxxxxxxx.xxx. Your Grant DetailsSummary of Award, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date Corporation and the vesting schedule of the Restricted Stock Units Award Date (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, the Grant Details provisions of the Plan [and subject to the Plansatisfaction of performance goals approved by the Committee on [DATE]], the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as is the “RSU Restriction Period”) on ): On the dates detailed in first anniversary of the Grant Details.Award Date 20 % On the second anniversary of the Award Date 20 % On the third anniversary of the Award Date 20 % On the fourth anniversary of the Award Date 20 % On the fifth anniversary of the Award Date 20 % (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections Paragraph 1(b) and 1(c) above), in the event the Eligible Individual Employee incurs a Termination of Employment by the Company or any Subsidiary or Affiliate Corporation for Cause, or the Eligible Individual Employee voluntarily incurs a Termination of Employment within two (2) years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible IndividualEmployee’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, and the Company Corporation may cause the Eligible IndividualEmployee, immediately upon notice from the CompanyCorporation, either to either (i) return the Shares shares or cash issued upon settlement of Restricted Stock Units that which vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) to pay to the Company Corporation an amount equal to the aggregate amount, if any, that the Eligible Individual Employee had previously realized in respect of any and all Shares shares issued upon settlement of Restricted Stock Units that which vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (d) In the event the Employee incurs a Termination of Employment during the Restriction Period for any reason other than as set forth in Paragraph 1(c), all remaining unvested Restricted Stock Units shall be forfeited by the Employee and canceled in their entirety effective immediately upon such termination. (e) For purposes of this Agreement, employment with the Company Corporation shall include employment with the CompanyCorporation’s Subsidiaries Affiliates (excluding Expedia, Inc. and its subsidiaries) and its successors. Nothing in this Agreement or Affiliates. The Committee the Plan shall have confer upon the exclusive discretion Employee any right to determine whether there has been continue in the employ of the Corporation or any Termination of Employment and/or whether there existed Causeits Affiliates or interfere in any way with the right of the Corporation or any such Affiliates to terminate the Employee’s employment at any time.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement and the provisions of Plan and the PlanGrant Details (as defined below), the Company hereby grants Restricted Stock Units to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx wxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, the Grant Details and the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as the “RSU Restriction Period”) on if and to the dates detailed extent that the performance goals specified in the Grant DetailsAppendix A hereto are satisfied. (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor lawsfor no reason), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the all remaining unvested Restricted Stock Units under shall be forfeited by the Plan, if any, will terminate Eligible Individual and canceled in their entirety effective immediately as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after such Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, to either (i) return the Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries or Affiliates. The Committee shall have the exclusive discretion to determine whether there has been any Termination of Employment and/or whether there existed Cause.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement and the provisions of Plan and the PlanGrant Details (as defined below), the Company hereby grants Restricted Stock Units RSUs to the Eligible IndividualIndividual in the target amount of 213,000 (“Target RSUs”) assuming target performance and up to a maximum of 266,250 RSUs, with the actual number of RSUs earned to be based on actual performance as more specifically described below. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx wxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to The amount of RSUs earned under this Award will be based on the terms and conditions of this AgreementCompany’s TSR (as defined below) performance over the period commencing January l, the Grant Details and the Plan2018 through December 31, the Restricted Stock Units shall vest and no longer be subject to any restriction 2020 (such period during which restrictions apply shall be referred to as the “RSU Restriction Performance Period”) relative to the TSR performance of the Nasdaq Composite Total Return Index (the “Index”) over the Performance Period. The amount of RSUs earned under this Award shall be determined based on the dates detailed calculation of the applicable percentile ranking of the Company relative to the Index in accordance with Schedule I attached hereto and the Grant Detailsterms provided in this Agreement. (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor laws), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, to either (i) return the Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with “TSR” means the change in fair market value over the specified period of time, expressed as a percentage, of an initial investment in specified common stock, including the effect of any dividends actually paid as if the dividends were reinvested in the stock of the Company or the Index, as the case may be, and proportionately adjusted for stock splits, reorganizations or similar transactions occurring during the Performance Period, as provided herein or as determined utilizing such methodology as the Committee, or its delegate, shall include employment with have approved. Notwithstanding the Company’s Subsidiaries foregoing, the Committee, or Affiliates. The Committee its delegate, shall have the exclusive discretion to determine whether there has been make appropriate and equitable adjustments of the TSR of any Termination company (including the Company) whose shares trade ex-dividend as of Employment and/or whether there existed CauseDecember 31, 2020; provided, however, that no such adjustment shall be permitted if it would result in the loss of the otherwise available exemption of the Award under Section l62(m) of the Code. The TSR shall be based on the trailing 30-trading day average closing stock prices of the Company and the Index measured as of (and including the 30th day) the first and last trading days of the Performance Period.

Award and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions of this Agreement and the provisions of Plan and the PlanGrant Details, the Company hereby grants Restricted Stock Units to the Eligible Individual. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at xxx.xxxxxxxxxxx.xxxxxxxx.xxx wxx.xxxxxxxxxxx.xxxxxxxx.xxx (or any successor equity administration system selected by the Company to manage the Plan from time to time). Your Grant Details, which sets forth the number of Restricted Stock Units granted to you by the Company, the Grant Date and the vesting schedule of the Restricted Stock Units (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement. (b) Subject to the terms and conditions of this Agreement, the Grant Details and the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply shall be referred to as the “RSU Restriction Period”) on the dates detailed in the Grant Details. (c) In the event a Termination of Employment of the Eligible Individual occurs during the RSU Restriction Period for any reason (whether or not in breach of local labor lawsfor no reason), the Eligible Individual’s right to receive the Restricted Stock Unit award and any vesting in the all remaining unvested Restricted Stock Units under shall be forfeited by the Plan, if any, will terminate Eligible Individual and canceled in their entirety effective immediately as of the date of the Termination of Employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of a Termination of Employment (whether or not in breach of local labor laws), the Eligible Individual’s right to vest in Restricted Stock Units after such Termination of Employment, if any, will be measured to the date of the Termination of Employment and will not be extended by any notice period mandated under local law. (d) Notwithstanding the provisions of Sections 1(b) and 1(c) above, in the event the Eligible Individual incurs a Termination of Employment by the Company or any Subsidiary or Affiliate for Cause, or the Eligible Individual voluntarily incurs a Termination of Employment within two years after any event or circumstance that would have been grounds for a Termination of Employment for Cause, the Eligible Individual’s Restricted Stock Units (whether or not vested) shall be forfeited and canceled in their entirety upon such Termination of Employment. In such event, the Company may cause the Eligible Individual, immediately upon notice from the Company, to either (i) return the Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause or (ii) pay to the Company an amount equal to the aggregate amount, if any, that the Eligible Individual had previously realized in respect of any and all Shares issued upon settlement of Restricted Stock Units that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such Termination of Employment for Cause (i.e., the value of the Restricted Stock Units upon vesting), in each case including any dividend equivalents or other distributions received in respect of any such Restricted Stock Units. (e) For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries or Affiliates. The Committee shall have the exclusive discretion to determine whether there has been any Termination of Employment and/or whether there existed Cause.