Common use of Early Vesting or Forfeiture Clause in Contracts

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date and prior to the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of the Company’s sale, assignment or other disposition of the Subsidiary to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee). (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Committee shall have the sole discretion to determine whether a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this Agreement. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, or with the express consent, of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 more than six months after the Grant Date and prior to vesting in full of the Initial Vesting DateRestricted Share Units, then a an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth third (1/131/3) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the additional percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If , and the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result balance of the Company’s saleRestricted Share Units to the extent not theretofore vested, assignment or other disposition of the Subsidiary to an unrelated third-partytogether with any related Unpaid RSU Dividend Equivalents, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)forfeited immediately. (iviii) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii6(a)(ii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (viv) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s 's employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s 's status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s 's status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have failed to take taken corrective action within 30 days after such notice is given to cure the event giving rise to so that the Good Reason for Termination of ServiceService ceases to exist.

Early Vesting or Forfeiture. (a) If Grantee sells, assigns, transfers, exchanges or otherwise disposes of any of the SHIP Shares under the SHIP Restriction at any time prior to the Vesting Date, the Restricted Share Units and any Unpaid Dividend Equivalents will be forfeited immediately. (b) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s death, Disability or Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is or by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after or by the Grant Date Grantee for Good Reason and prior to vesting in full of the Initial Vesting DateRestricted Share Units, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5Date, times (y) the quotient determined by the number of full months of employment completed since the Grant Date. If Termination of Service is Date divided by 12, and the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage balance of the Restricted Share UnitsUnits not vested, together with any related Unpaid RSU Dividend Equivalents, will become vested be forfeited immediately. Grantee’s employment with Liberty Global or its subsidiaries on the date last day of each month will be considered a full month of employment. (ii) If a Change in Control occurs on or before the Grantee’s Termination of Service equal to the product of and (x) one-twelfth this Agreement is not continued on the same terms and conditions or (1/12y) in the case of an Approved Transaction, the Committee as constituted prior to such Approved Transaction has not determined, in its discretion, that effective provision has been made for the assumption or continuation of this Agreement on terms and conditions that in the opinion of the percentage Committee are as nearly as practicable equivalent for the Grantee to the terms and conditions of this Agreement, taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the Restricted Share Units that would have may be changed, converted or exchanged in connection with the Approved Transaction, then the Restricted Share Units and any related Unpaid RSU Dividend Equivalents shall thereupon become vested on the next following Vesting Date in full and will be paid in accordance with Section 7 promptly following the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result occurrence of the Company’s sale, assignment or other disposition of the Subsidiary to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined Change in the sole discretion of the Committee)Control. (iviii) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii6(b)(i) or 6(a)(iii) above or 6(d) belowabove, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (viv) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (bc) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (cd) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share UnitsShares, to the extent not theretofore vested, and any related Unpaid RSU Dividend EquivalentsRetained Distributions with respect to such Restricted Shares, will immediately become fully vested.; (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 more than six months after the Grant Date and prior to vesting in full of the Initial Vesting DateRestricted Shares, then a an additional percentage of the Restricted Share UnitsShares, together with any Retained Distributions related Unpaid RSU Dividend Equivalentsthereto, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth third (1/131/3) of the additional percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units Shares that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If , and the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result balance of the Company’s saleRestricted Shares to the extent not theretofore vested, assignment or other disposition of the Subsidiary together with any Retained Distributions with respect to an unrelated third-partysuch Restricted Shares, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)forfeited immediately. (iviii) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), ) or 6(a)(ii) or 6(a)(iii) above or 6(d) belowabove, then the Restricted Share UnitsShares, to the extent not theretofore vested, together with any related Unpaid RSU Dividend EquivalentsRetained Distributions with respect to such Restricted Shares, will be forfeited immediately. (viv) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units Shares prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units Shares contrary to the terms of the Plan or this Agreement), the unvested Restricted Share UnitsShares, together with any Retained Distributions related Unpaid RSU Dividend Equivalentsthereto, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share UnitsShares, and any Retained Distributions related Unpaid RSU Dividend Equivalentsthereto, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights (including dividend and voting rights) with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretiondiscretion and after application of the Committee’s discretion to reduce the number of Performance RSUs that may become vested due to failure to maintain minimum performance levels during each Review Period prior to the date of Termination of Service as required under Section 3, the Performance RSUs and related RSU Dividend Equivalents will vest at the times specified below: (i) If the Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, Performance RSUs and any related Unpaid RSU Dividend Equivalents, Equivalents will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant DateRetirement, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest the Performance RSUs, to the extent that such Restricted Share Unitsnot theretofore vested, together with any related Unpaid RSU Dividend Equivalents, would have become vested had will be forfeited immediately, unless the Grantee remained Compensation Committee, in continuous its sole discretion, authorizes the Performance RSUs to vest based on its assessment of the Grantee’s performance levels during each Review Period prior to the Termination of Service. The number of Performance RSUs that may vest will be as determined by the Compensation Committee, but not to exceed a pro rata portion of the Performance RSUs together with any related RSU Dividend Equivalents based on (x) the number of full months of employment completed since the Grant Date divided by (y) 36 months. Grantee’s employment with the Company through or its Subsidiaries on the date that is one year after the date last day of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents each month will be settled in accordance with Section 3considered a full month of employment. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date and prior to vesting in full of the Initial Vesting DatePerformance RSUs, then a percentage of the Restricted Share UnitsPerformance RSUs, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will become vested be forfeited immediately, unless the Compensation Committee, in its sole discretion, authorizes the Performance RSUs to vest based on its assessment of the date of Grantee’s performance levels during each Review Period prior to the Termination of Service equal Service. The number of Performance RSUs that may vest will be as determined by the Compensation Committee, but not to exceed a pro rata portion of the product of Performance RSUs, together with any related RSU Dividend Equivalents, based on (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is Date divided by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service36 months. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of that the Company’s saleCompany sells, assignment assigns or other disposition of the Subsidiary otherwise disposes to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee). Grantee’s employment with the Company or its Subsidiaries on the last day of each month will be considered a full month of employment. (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i7(a)(i), 6(a)(ii7(a)(ii) or 6(a)(iii7(a)(iii) above or 6(d7(d) below, then the Restricted Share UnitsPerformance RSUs, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units Performance RSUs prior to the vesting thereof Vesting Date (including any attempted or completed transfer of any such unvested Restricted Share Units Performance RSUs contrary to the terms of the Plan or this Agreement), the unvested Restricted Share UnitsPerformance RSUs, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share UnitsPerformance RSUs, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units Performance RSUs and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Whether any leave of absence constitutes a Termination of Service will be determined by the Committee shall have subject to Section 11.2(d) of the sole discretion to determine whether Plan. Unless the Committee otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 8 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.or

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share UnitsShares, to the extent not theretofore vested, and any related Unpaid RSU Dividend EquivalentsRetained Distributions with respect to such Restricted Shares, will immediately become fully vested.; (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 more than six months after the Grant Date and prior to vesting in full of the Initial Vesting DateRestricted Shares, then a an additional percentage of the Restricted Share UnitsShares, together with any Retained Distributions related Unpaid RSU Dividend Equivalentsthereto, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth third (1/131/3) of the additional percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units Shares that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If , and the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result balance of the Company’s saleRestricted Shares to the extent not theretofore vested, assignment or other disposition of the Subsidiary together with any Retained Distributions with respect to an unrelated third-partysuch Restricted Shares, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)forfeited immediately. (iviii) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), ) or 6(a)(ii) or 6(a)(iii) above or 6(d) belowabove, then the Restricted Share UnitsShares, to the extent not theretofore vested, together with any related Unpaid RSU Dividend EquivalentsRetained Distributions with respect to such Restricted Shares, will be forfeited immediatelyimmediately after the Termination of Service. (viv) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units Shares prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units Shares contrary to the terms of the Plan or this Agreement), the unvested Restricted Share UnitsShares, together with any Retained Distributions related Unpaid RSU Dividend Equivalentsthereto, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share UnitsShares, and any Retained Distributions related Unpaid RSU Dividend Equivalentsthereto, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights (including dividend and voting rights) with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretiondiscretion and after application of the Committee’s discretion to reduce the number of Performance RSUs that may become vested due to failure to maintain minimum performance levels during each Review Period prior to the date of Termination of Service as required under Section 3, the Performance RSUs and related RSU Dividend Equivalents will vest at the times specified below: (i) If the Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, Performance RSUs and any related Unpaid RSU Dividend Equivalents, Equivalents will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant DateRetirement, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest the Performance RSUs, to the extent that such Restricted Share Unitsnot theretofore vested, together with any related Unpaid RSU Dividend Equivalents, would have become vested had will be forfeited immediately, unless the Grantee remained Compensation Committee, in continuous its sole discretion, authorizes the Performance RSUs to vest based on its assessment of the Grantee’s performance levels during each Review Period prior to the Termination of Service. The number of Performance RSUs that may vest will be as determined by the Compensation Committee, but not to exceed a pro rata portion of the Performance RSUs together with any related RSU Dividend Equivalents based on (x) the number of full months of employment completed since the Grant Date divided by (y) 36 months. Grantee’s employment with the Company through or its Subsidiaries on the date that is one year after the date last day of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents each month will be settled in accordance with Section 3considered a full month of employment. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date and prior to vesting in full of the Initial Vesting DatePerformance RSUs, then a percentage of the Restricted Share UnitsPerformance RSUs, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will become vested be forfeited immediately, unless the Compensation Committee, in its sole discretion, authorizes the Performance RSUs to vest based on its assessment of the date of Grantee’s performance levels during each Review Period prior to the Termination of Service equal Service. The number of Performance RSUs that may vest will be as determined by the Compensation Committee, but not to exceed a pro rata portion of the product of Performance RSUs, together with any related RSU Dividend Equivalents, based on (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is Date divided by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service36 months. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of that the Company’s saleCompany sells, assignment assigns or other disposition of the Subsidiary otherwise disposes to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee). Grantee’s employment with the Company or its Subsidiaries on the last day of each month will be considered a full month of employment. (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i7(a)(i), 6(a)(ii7(a)(ii) or 6(a)(iii7(a)(iii) above or 6(d7(d) below, then the Restricted Share UnitsPerformance RSUs, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units Performance RSUs prior to the vesting thereof Vesting Date (including any attempted or completed transfer of any such unvested Restricted Share Units Performance RSUs contrary to the terms of the Plan or this Agreement), the unvested Restricted Share UnitsPerformance RSUs, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share UnitsPerformance RSUs, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units Performance RSUs and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Whether any leave of absence constitutes a Termination of Service will be determined by the Committee shall have subject to Section 11.2(d) of the sole discretion to determine whether Plan. Unless the Committee otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 8 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share UnitsPerformance RSUs, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service, subject to the application of the Committee’s discretion to reduce the number of Performance RSUs that may become vested due to failure to maintain minimum performance level during each Review Period prior to the date of the Approved Transaction. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant DateRetirement, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with Units (including any related Unpaid RSU Dividend Equivalents, ) would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 more than six months after the Grant Date and prior to vesting in full of the Initial Vesting DateRestricted Share Units, then a an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth third (1/131/3) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the additional percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If , and the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result balance of the Company’s saleRestricted Share Units to the extent not theretofore vested, assignment or other disposition of the Subsidiary to an unrelated third-partytogether with any related Unpaid RSU Dividend Equivalents, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)forfeited immediately. (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant DateRetirement, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with Units (including any related Unpaid RSU Dividend Equivalents, ) would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 more than six months after the Grant Date and prior to vesting in full of the Initial Vesting DateRestricted Share Units, then a an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of the Company’s sale, assignment or other disposition of the Subsidiary to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee).with (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for 5 Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Datefirst Vesting Date and prior to vesting in full of the Restricted Share Units, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with Units (including any related Unpaid RSU Dividend Equivalents, ) would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date first Vesting Date, and prior to the Initial Vesting Date, then a percentage vesting in full of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the additional percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If , and the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result balance of the Company’s saleRestricted Share Units to the extent not theretofore vested, assignment or other disposition of the Subsidiary to an unrelated third-partytogether with any related Unpaid RSU Dividend Equivalents, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)forfeited immediately. (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs the Grantee’s service as a Nonemployee Director terminates by reason of the GranteeXxxxxxx’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Dateservice as a Nonemployee Director terminates by reason of Xxxxxxx’s Retirement, then any unvested Restricted Share Units and Unpaid RSU Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company a Nonemployee Director through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or Xxxxxxx’s service as a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date and Nonemployee Director terminates prior to the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of the Company’s sale, assignment or other disposition of the Subsidiary to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee). (iv) If Termination of Service occurs for any reason other than as specified in Section Sections 6(a)(i), ) and 6(a)(ii) or 6(a)(iii) above or 6(d) belowabove, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend EquivalentsEquivalents and all cash amounts related to the Restricted Share Units, will be forfeited immediately. (viv) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Committee shall have the sole discretion to determine whether a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this Agreement. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, or with the express consent, of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Initial Vesting Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with Units (including any related Unpaid RSU Dividend Equivalents, ) would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Initial Vesting Date and prior to vesting in full of the Initial Vesting DateRestricted Share Units, then a an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth third (1/131/3) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the additional percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of that the Company’s saleCompany sells, assignment assigns or other disposition of the Subsidiary otherwise disposes to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee). (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined After taking into account any prior determination by the Committee in its sole discretionpursuant to Section 3 to reduce the number of Performance RSUs that may become vested due to failure to maintain minimum performance levels during each Review Period, if any, ending prior to the date of Termination of Service , the Performance RSUs and related RSU Dividend Equivalents will vest at the times specified below: (i) If the Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, Performance RSUs and any related Unpaid RSU Dividend Equivalents, Equivalents will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units The Performance RSUs and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 38, but in no event later than March 15 of the calendar year immediately following the date of the Grantee’s Termination of Service. (iiiii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined or the resignation by the Grantee for Good Reason, the Performance RSUs and any related RSU Dividend Equivalents will immediately become fully vested. The Performance RSUs and any related RSU Dividend Equivalents will be settled in the sole discretion accordance with Section 8, but in no event later than March 15 of the Committee) and occurs at least 6 months after the Grant Date and prior to the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on calendar year immediately following the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Grantee’s Termination of Service. . If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of that the Company’s saleCompany sells, assignment assigns or other disposition of the Subsidiary otherwise disposes to an unrelated third-party, that event will be a Termination of Service by the Company without Cause Cause. (unless otherwise determined iii) If a Change in Control occurs prior to the sole discretion Grantee’s Termination of Service, then (A) if (x) the Grantee remains an employee of the Committee)Company (or its successor) on the date that is 6 months after the Change in Control (the “Change in Control Vesting Date”) and (y) the Performance Period has not ended as of the Change in Control Vesting Date, then, effective on the Change in Control Vesting Date, all Performance RSUs and any related RSU Dividend Equivalents will vest in full and (B) if (x) the Grantee’s Termination of Service occurs within 13 months after a Change in Control and is due to termination of the Grantee by the Company or any of its Subsidiaries without Cause or resignation by the Grantee for Good Reason, (y) the Performance Period has not ended as of the date of the Termination of Service, and (z) the Performance RSUs and any related RSU Dividend Equivalents were not vested in full on the Change in Control Vesting Date pursuant to clause (A) above, then all Performance RSUs and any related RSU Dividend Equivalents will vest in full on the date of the Termination of Service. (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i7(a)(i), 6(a)(ii7(a)(ii) or 6(a)(iii7(a)(iii) above or 6(d) belowabove, then the Restricted Share UnitsPerformance RSUs, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediatelyimmediately upon such Termination of Service. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units Performance RSUs prior to the vesting thereof Vesting Date (including any attempted or completed transfer of any such unvested Restricted Share Units Performance RSUs contrary to the terms of the Plan or this Agreement), the unvested Restricted Share UnitsPerformance RSUs, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share UnitsPerformance RSUs, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units Performance RSUs and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Whether any leave of absence constitutes a Termination of Service will be determined by the Committee shall have subject to Section 11.2(d) of the sole discretion to determine whether Plan. Unless the Committee otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 8 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee Plan Administrator in its sole discretiondiscretion and except as otherwise provided on Schedule I hereto: i. If the Grantee’s employment with the Company or a Subsidiary terminates (ior, if the Grantee is a Nonemployee Director of the Company, if the Grantee’s service to the Company as such terminates), in either case for any reason other than the Grantee’s death or Disability, the Restricted Stock Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will be forfeited immediately; and ii. If the Grantee’s employment with the Company or a Subsidiary terminates (or, if the Grantee is a Nonemployee Director of the Company, if the Grantee’s service to the Company as such terminates) If Termination of Service occurs in either case by reason of the Grantee’s death or Disability, the Restricted Share Stock Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date and prior to the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of the Company’s sale, assignment or other disposition of the Subsidiary to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee). (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Stock Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Stock Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Committee shall have Unless the sole discretion to determine whether Plan Administrator otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or Subsidiary will not be considered a change in termination of the Grantee’s status from an independent contractor to an employee, will be a Termination of Service employment for purposes of this AgreementAgreement if such change of employment is made at the request or with the express consent of the Company. Unless the Committee Plan Administrator otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination termination of Service the Grantee’s employment within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 more than six months after the Grant Date and prior to vesting in full of the Initial Vesting DateRestricted Share Units, then a an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth third (1/131/3) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the additional percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If , and the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result balance of the Company’s saleRestricted Share Units to the extent not theretofore vested, assignment or other disposition of the Subsidiary to an unrelated third-partytogether with any related Unpaid RSU Dividend Equivalents, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)forfeited immediately. (iviii) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii6(a)(ii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (viv) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must not have failed to take taken corrective action within 30 days after such notice is given to cure the event giving rise to so that the Good Reason for Termination of ServiceService ceases to exist.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant DateRetirement, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with Units (including any related Unpaid RSU Dividend Equivalents, ) would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date first Vesting Date, and prior to the Initial Vesting Date, then a percentage vesting in full of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the additional percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If , and the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result balance of the Company’s saleRestricted Share Units to the extent not theretofore vested, assignment or other disposition of the Subsidiary to an unrelated third-partytogether with any related Unpaid RSU Dividend Equivalents, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)forfeited immediately. (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (ba) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (cb) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (dc) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretiondiscretion and except as otherwise provided on Schedule I hereto: (i) i. If Termination of Service occurs by the Grantee’s employment or service with the Company or a Subsidiary terminates prior to the Committee Certification Date for any reason of other than the Grantee’s death or DisabilityDisability or a termination of the Grantee by the Company without Cause on or after December 31, 20[●], the Restricted Share Stock Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested.be forfeited immediately; and (ii) . If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together employment or service with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date and terminates prior to the Initial Vesting Date, then a percentage Committee Certification Date by reason of the Restricted Share UnitsGrantee’s death or Disability, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of the Company’s sale, assignment or other disposition of the Subsidiary to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee). (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Stock Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately., (v) iii. If the Grantee breaches any restrictionsremains employed or continues providing services to the Company or a Subsidiary until December 31, terms 20[●], and the Grantee’s employment or conditions provided in or established service, as applicable, is then terminated by the Committee pursuant to the Plan Company without cause on or this Agreement with respect to the Restricted Share Units after December 31, 20[●], but prior to the vesting thereof (including any attempted or completed transfer of any such unvested Committee Certification Date, the Restricted Share Stock Units contrary and the related Unpaid Dividend Equivalents will remain outstanding until the Committee Certification Date and will thereafter vest in accordance with Section 5 to the terms of extent the Plan or this Agreement), the unvested Restricted Share Units, together Committee certifies they have vested in accordance with any related Unpaid RSU Dividend Equivalents, will be forfeited immediatelysuch Section. (b) Upon forfeiture of any unvested Restricted Share Stock Units, and any related Unpaid RSU Dividend Equivalents, including pursuant to Section 3 and this Section 6, such Restricted Share Stock Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or Subsidiary will not be considered a change in termination of the Grantee’s status from an independent contractor to an employee, will be a Termination of Service employment for purposes of this AgreementAgreement if such change of employment is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination termination of Service the Grantee’s employment within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant DateRetirement, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with Units (including any related Unpaid RSU Dividend Equivalents, ) would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date [__] and prior to vesting in full of the Initial Vesting DateRestricted Share Units, then a an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth third (1/131/3) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the additional percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If , and the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result balance of the Company’s saleRestricted Share Units to the extent not theretofore vested, assignment or other disposition of the Subsidiary to an unrelated third-partytogether with any related Unpaid RSU Dividend Equivalents, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)forfeited immediately. (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretion: (i) If Termination of Service occurs by reason of the Grantee’s death or Disability, the Restricted Share Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested. (ii) If the Termination of Service is due to the Grantee’s Retirement and occurs at least 6 months after the Grant DateRetirement, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with Units (including any related Unpaid RSU Dividend Equivalents, ) would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs at least 6 more than six months after the Grant Date and prior to vesting in full of the Initial Vesting DateRestricted Share Units, then a an additional percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth third (1/131/3) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the additional percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If , and the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result balance of the Company’s saleRestricted Share Units to the extent not theretofore vested, assignment or other disposition of the Subsidiary to an unrelated third-partytogether with any related Unpaid RSU Dividend Equivalents, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)forfeited immediately. (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, neither a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or nor a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this AgreementAgreement if such change of employment or status is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by Subject to the Committee remaining provisions of this Section 6, in its sole discretionthe event of Termination of Service at any time during the Restricted Period, the Grantee shall, effective upon such Termination of Service, forfeit any Restricted Shares and any related Retained Distributions, the Vesting Date for which has not yet occurred, except as indicated below: (i) If the Termination of Service occurs by reason of the Grantee’s on or prior to February 28, 2013, and is due to death or Disability, the Grantee’s unvested Restricted Share Units, to the extent not theretofore vested, Shares and any related Unpaid RSU Dividend EquivalentsRetained Distributions will become vested as of March 1, will immediately become fully vested2013, subject to the forfeiture provisions of Section 6(b), and no longer be subject to a risk of forfeiture. (ii) If the Termination of Service occurs after February 28, 2013, and is due to death or Disability, the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units Shares and any related Unpaid RSU Dividend Equivalents Retained Distributions will thereupon become vested and no longer be settled in accordance with Section 3subject to a risk of forfeiture. (iii) If the Termination of Service occurs on or prior to February 28, 2013, and is due to termination of the Grantee by the Company or a Subsidiary any of its Subsidiaries without Cause (as determined or resignation by the Grantee for Good Reason, then the Committee may determine, in the its sole discretion discretion, that a portion of the Committee) Grantee’s Restricted Shares and occurs at least 6 months after the Grant Date and prior to the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, Retained Distributions will become vested on as of March 1, 2013, and no longer be subject to a risk of forfeiture in such amount as the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of the Company’s sale, assignment or other disposition of the Subsidiary to an unrelated third-party, that event will be a Termination of Service by the Company without Cause (unless otherwise determined in the sole discretion of the Committee)Committee may determine. (iv) If the Termination of Service occurs after February 28, 2013, and is due to termination of the Grantee by the Company or any of its Subsidiaries without Cause or resignation by the Grantee for any reason other than as specified in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) above or 6(d) belowGood Reason, then the Committee may determine, in its sole discretion, that a portion of the Grantee’s Restricted Shares and any related Retained Distributions will thereupon become vested and no longer be subject to a risk of forfeiture in such amount as the Committee may determine. (b) If the number of Restricted Shares together with the number of Unrestricted Shares granted under this Grant exceeds the number of Earned Performance Share UnitsUnits (as defined in the PSU Agreement) that would have been earned by the Grantee under the PSU Agreement, as determined by the Committee on or prior to February 28, 2013, the number of Restricted Shares vesting on the Vesting Date shall be reduced by such excess (if necessary, to zero), and the extent not theretofore vestedRestricted Shares subject to reduction, together with any Retained Distributions related Unpaid RSU Dividend Equivalents, thereto) will be forfeited immediatelyby the Grantee as of March 1, 2013. (vc) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement Grant with respect to the Restricted Share Units Shares prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units Shares contrary to the terms of the Plan or this AgreementGrant), the unvested Restricted Share UnitsShares, together with any related Unpaid RSU Dividend EquivalentsRetained Distributions thereto, will be forfeited immediately. (b) Upon forfeiture of any unvested Restricted Share Units, and any related Unpaid RSU Dividend Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Committee shall have the sole discretion to determine whether a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or a change in Grantee’s status from an independent contractor to an employee, will be a Termination of Service for purposes of this Agreement. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, or with the express consent, of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.

Early Vesting or Forfeiture. (a) Unless otherwise determined by the Committee in its sole discretiondiscretion and except as otherwise provided on Schedule I hereto: (i) i. If Termination the Grantee’s employment or service with the Company or a Subsidiary terminates prior to the Committee Certification Date for any reason other than the Grantee’s death or Disability or a termination of Service occurs the Grantee by the Company without Cause on or after December 31, 20[●], the Restricted Stock Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will be forfeited immediately; and ii. If the Grantee’s employment or service with the Company or a Subsidiary terminates prior to the Committee Certification Date by reason of the Grantee’s death or Disability, the Restricted Share Stock Units, to the extent not theretofore vested, and any related Unpaid RSU Dividend Equivalents, will immediately become fully vested.; and (ii) iii. If the Termination of Service is due Grantee remains employed or continues providing services to the Grantee’s Retirement and occurs at least 6 months after the Grant Date, then any unvested Restricted Share Units and Unpaid Dividend Equivalents shall immediately vest to the extent that such Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, would have become vested had the Grantee remained in continuous employment with the Company through the date that is one year after the date of the Grantee’s Retirement. Such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 3. (iii) If Termination of Service is by the Company or a Subsidiary without Cause (until December 31, 20[●], and the Grantee’s employment or service, as determined in the sole discretion of the Committee) and occurs at least 6 months after the Grant Date and prior to the Initial Vesting Dateapplicable, is then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-thirteenth (1/13) of the percentage of Restricted Share Units that would have become vested on the Initial Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the Grant Date. If Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) and occurs after the Initial Vesting Date, then a percentage of the Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested on the date of Termination of Service equal to the product of (x) one-twelfth (1/12) of the percentage of Restricted Share Units that would have become vested on the next following Vesting Date in accordance with the schedule in Section 5, times (y) the number of full months of employment completed since the most recent Vesting Date preceding the Termination of Service. If the Grantee is employed by a Subsidiary and experiences a Termination of Service as a result of the Company’s sale, assignment or other disposition of the Subsidiary to an unrelated third-party, that event will be a Termination of Service terminated by the Company without Cause (unless otherwise determined in cause on or after December 31, 20[●], but prior to the sole discretion of the Committee). (iv) If Termination of Service occurs for any reason other than as specified in Section 6(a)(i)Committee Certification Date, 6(a)(ii) or 6(a)(iii) above or 6(d) below, then the Restricted Share Units, Stock Units and the related Unpaid Dividend Equivalents will remain outstanding until the Committee Certification Date and will thereafter vest in accordance with Section 5 to the extent not theretofore vested, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately. (v) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement certifies they have vested in accordance with respect to the Restricted Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Restricted Share Units contrary to the terms of the Plan or this Agreement), the unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediatelySection. (b) Upon forfeiture of any unvested Restricted Share Stock Units, and any related Unpaid RSU Dividend Equivalents, including pursuant to Section 3 and this Section 6, such Restricted Share Stock Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights with respect thereto. (c) The Unless the Committee shall have the sole discretion to determine whether otherwise determines, a change of the Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or another Subsidiary, or Subsidiary will not be considered a change in termination of the Grantee’s status from an independent contractor to an employee, will be a Termination of Service employment for purposes of this AgreementAgreement if such change of employment is made at the request or with the express consent of the Company. Unless the Committee otherwise determines, however, any such change of employment or status that is not made at the request, request or with the express consent, consent of the Company and any change in Grantee’s status from an employee to an independent contractor will be a Termination termination of Service the Grantee’s employment within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 7 of this Agreement. (d) Notwithstanding anything to the contrary contained herein, if Termination of Service occurs (x) by the Company or a Subsidiary without Cause or (y) by the Grantee for Good Reason, in each case, on or prior to (A) the 12 month anniversary of an Approved Transaction or (B) with respect to clause (y) of this Section 6(d) only, the later of such 12 month anniversary or the first day following the expiration of the cure period described below, then all unvested Restricted Share Units, together with any related Unpaid RSU Dividend Equivalents, will become vested in full on the date of Termination of Service. For the Grantee’s Termination of Service to qualify as for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of the event giving rise to the Good Reason, and the Company must have failed to take corrective action within 30 days after such notice is given to cure the event giving rise to the Good Reason for Termination of Service.