Common use of Issuance of Stock Clause in Contracts

Issuance of Stock. (a) No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s 's Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s 's Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s 's issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s 's Agreement) for all purposes under the Management Stockholder’s 's Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No shares On a Vesting Date, each vested Restricted Stock Unit entitles Awardee to receive one share of Stock the Company’s common stock, par value $0.001 per share (the “Stock”). (b) As soon as practicable after the Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), Awardee’s name shall be issued to you prior to entered as the date stockholder of record on which the Restricted Stock Units vest books and records of the restrictions, including the Forfeiture Restrictions, Company with respect to the shares of Stock underlying the vested Restricted Stock Units, upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 2(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the Company shall pay any cash dividend on shares of Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the unvested Restricted Stock Units lapse, in accordance with Section 6 or 7. After hereunder; or (ii) take necessary action such that the number of unvested Restricted Stock Units vest pursuant to Section 6 or 7shall, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment increased by an amount determined by the following formula: W = (X multiplied by Y) divided by Z, where: W = the number of such vested additional Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in credited to Awardee on such dividend payment date; X = the aggregate number of such vested Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the manner it deems appropriate. The value form of any fractional Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, Dividend Equivalent Rights shall be awarded in a number, or the number of unvested Restricted Stock Units shall be rounded down at increased by a number, equal to the time product of (A) the aggregate number of Restricted Stock is issued Units that have been awarded to you Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. In the case of a dividend payable in connection with property other than shares of Stock or cash, the per share of Stock value of such dividend shall be determined in good faith by the Board and shall be converted to Dividend Equivalent Rights or additional Restricted Stock Units based on the formula above. In any of the above cases, the Dividend Equivalent Rights or additional Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stockas applicable, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms vesting conditions and conditions restrictions of any Management Stockholder’s this Award Agreement in the same manner as the Restricted Stock Units and Sale Participation Agreement previously executed by you, for so long as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Restricted Stock to you Units granted pursuant to this AgreementAward Agreement to which they relate remain subject to such vesting conditions and restrictions; provided that, you will execute such documents in notwithstanding Section 1 above, any fractional share resulting from the form required by the Company. All vesting of Dividend Equivalent Rights or additional Restricted Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s AgreementUnits shall not be rounded up on any Vesting Date, and (b) be treated as “Common Stock” underlying “Options” (as shall vest only when the aggregate cumulative fractional shares have reached one whole share, unless such terms are defined in fractional share results from the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Dividend Equivalent Rights or additional Restricted Stock UnitsUnits on the last Vesting Date, may be either previously authorized but unissued shares or issued shares, in which have then been reacquired by the Company. Such shares case such fractional share shall be fully paid rounded up to next whole share. If and nonassessablewhen the corresponding unvested Restricted Stock Units are forfeited, the Dividend Equivalent Rights or additional Restricted Stock Units shall be promptly forfeited as well.

Issuance of Stock. (a) No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “OptionsRestricted Stock Units” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No Subject to determination of attainment levels by the Committee or pursuant to Section 2(b) upon an Acquisition, each vested Restricted Stock Unit entitles Awardee to receive one share of Stock. (b) Within a reasonable amount of time after the Committee has made the determination pursuant to Section 2 or pursuant to Section 2(b) upon an Acquisition and all applicable service vesting requirements have been satisfied (but in no event later than two and one-half months after the end of the year in which the Vesting Date or the Acquisition occurs, as applicable), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock shall be issued to you prior to the date on which underlying the Restricted Stock Units vest vested in accordance with this Award Agreement and upon compliance to the restrictionssatisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the Forfeiture RestrictionsCompany shall pay any cash dividend on shares of Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the unvested Restricted Stock Units lapsehereunder; or (ii) take necessary action such that the number of Restricted Stock Units shall, as of such date, be increased by an amount determined by the following formula: W = (X multiplied by Y) divided by Z, where: W = the number of additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in accordance with Section 6 the form of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or 7otherwise, Dividend Equivalent Rights shall be awarded in a number, or the number of unvested Restricted Stock Units shall be increased by a number, equal to the product of (A) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. After In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of such dividend shall be determined in good faith by the Board and shall be converted to Dividend Equivalent Rights or additional Restricted Stock Units based on the formula above. In any of the above cases, the Dividend Equivalent Rights or additional Restricted Stock Units, as applicable, shall be subject to the vesting conditions and restrictions of this Award Agreement in the same manner as the Restricted Stock Units vest pursuant to Section 6 or 7, and for so long as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by granted pursuant to this Award Agreement to which they relate remain subject to such vesting conditions and restrictions, and shall be promptly forfeited to the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of and when such vested Restricted Stock Units in are so forfeited. Any fractional share resulting from the manner it deems appropriate. The value vesting of any fractional Dividend Equivalent Rights or additional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing up to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kindnext whole share on the Vesting Date. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No Each vested Restricted Stock Unit entitles Awardee to receive one share of the Company’s common stock, par value $.001 per share (the “Stock”), upon issuance on each vesting date for such Restricted Stock Unit (the “Vesting Date”). (b) As soon as practicable after the Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock underlying the Restricted Stock Units issued in accordance with Section 2(a) and upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 2(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the Company shall pay any cash dividend on shares of Stock, the number of Restricted Stock Units credited to Awardee shall, as of such date, be increased by an amount (rounded to the nearest whole number) determined by the following formula: W = (X multiplied by Y) divided by Z, where: W = the number of additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the form of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (i) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (ii) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. In the case of a dividend payable in property other than shares of Stock or cash, the value of such dividend per share of Stock shall be issued determined in good faith by the Board and shall be converted to you prior to the date on which the additional Restricted Stock Units vest and based on the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7formula above. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Any additional Restricted Stock Units shall be rounded down at subject to the time Stock is issued to you vesting and restrictions of this Award Agreement in connection with the same manner and for so long as the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you Units granted pursuant to this Agreement. The value of Award Agreement to which they relate remain subject to such shares of Stock vesting and restrictions, and shall not bear any interest owing be promptly forfeited to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Company if and when such Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreementso forfeited. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, Except as applicable, the Company shall, subject to any conditions described provided in subsection (b), following completion of the Performance Period, the Committee shall determine the extent to which applicable Performance Measure(s) below, promptly have been attained and within 30 days shall calculate the number of such vesting date, cause Shares to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by each Performance Share in accordance with the provisions of Appendix A. The Company will cause the number of any required tax withholding. Such issuance shall Shares so calculated to be made delivered to or for the account of the Employee within 60 days after the date the Performance Shares vest or as soon as administratively practicable, possible after such date (but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th December 31st of the year following after the year of vestingin which the Performance Period expired), or except as otherwise may provided in Section 12 below. If the number of Shares so calculated is zero, the Employee shall be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii)deemed to have received payment in full for the Performance Shares made the subject of this Grant even though no Shares are delivered or deliverable. (b) In the event Performance Shares become vested on an accelerated basis pursuant to Section 3(c) due to the death or Disability of the Employee, the Company will cause a number of Shares equal to the number of Performance Shares granted pursuant to this Agreement to be delivered to or for the account of the Employee as soon as administratively possible after the date such Performance Shares became vested. The Company shall evidence In the Stock event Performance Shares become vested on an accelerated basis pursuant to Section 3(c) due to the Retirement of the Employee, the number of Shares to be issued in payment of such vested Restricted Stock Units Performance Shares shall be calculated and such shares shall be delivered to or for the account of the Employee in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down and at the time Stock is issued to you described in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. subsection (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreementsa); provided, however, that if you have not previously executed a Management Stockholderin the event of such Employee’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, death prior to March 1 following the Company’s issuance end of Stock the Performance Period, the Company will cause a number of Shares equal to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you number of Performance Shares granted pursuant to this Agreement will (a) constitute “Stock” (to be delivered to or for the account of the Employee as such term is defined in soon as administratively possible after the Management Stockholderdate of the Employee’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreementdeath. (c) The shares of Stock deliverable upon vesting Notwithstanding any provision to the contrary, if, in the reasonable determination of the Restricted Stock UnitsCompany, may be either previously authorized but unissued shares or issued sharesan Employee is a “specified employee” for purposes of Section 409A of the Internal Revenue Code of 1986, which have then been reacquired by as amended, and the guidance promulgated thereunder (“Code Section 409A”), then, if necessary to avoid the imposition on the Employee of excise tax and interest under Code Section 409A, the Company shall not deliver the Shares otherwise payable upon the Employee’s termination and separation of service until the date that is 30 days after 6 months following the Employee’s termination and separation of service from the Company. Such shares . (d) The delivery of the Shares shall be fully paid subject to payment of the applicable withholding tax liability as set forth in Section 7. (e) If the Employee dies before the Company has distributed any portion of the vested Performance Shares, the Company will transfer any Shares payable with respect to the vested Performance Shares in accordance with the Employee’s written beneficiary designation or to the Employee’s estate if no written beneficiary designation is provided. If the Employee did not have a will, any Shares payable with respect to the vested Performance Shares will be distributed in accordance with the laws of descent and nonassessabledistribution.

Issuance of Stock. (a) No Subject to determination of attainment levels by the Committee or pursuant to Section 2(b) upon an Acquisition, each vested Restricted Stock Unit entitles Awardee to receive one share of Stock. (b) Within a reasonable amount of time after the Committee has made the determination pursuant to Section 2 or pursuant to Section 2(b) upon an Acquisition and all applicable service vesting requirements have been satisfied (but in no event later than two and one-half months after the year in which the Vesting Date or the Acquisition occurs, as applicable), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock shall be issued to you prior to the date on which underlying the Restricted Stock Units vest earned in accordance with this Agreement and upon compliance to the restrictionssatisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the Forfeiture RestrictionsCompany shall pay any extraordinary dividend on shares of Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the unvested Restricted Stock Units lapsehereunder, in accordance with which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to Section 6 or 7. After 2 (b), provided that such Dividend Equivalent Rights shall be promptly forfeited if and when the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, are forfeited; or (ii) take necessary action such that the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days number of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt credited to Awardee shall, as of such date, be increased by an amount determined by the Company following formula: W = (X multiplied by Y) divided by Z, where: W = the number of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the manner it deems appropriateform of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (A) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. The In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of any fractional such dividend shall be determined in good faith by the Board and shall be converted to additional Restricted Stock Units based on the formula above or Dividend Equivalent Rights. Any additional Restricted Stock Units shall be rounded down at subject to the time Stock is issued to you vesting and restrictions of this Award Agreement in connection with the same manner and for so long as the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you Units granted pursuant to this Agreement. The value of Award Agreement to which they relate remain subject to such shares of Stock vesting and restrictions, and shall not bear any interest owing be promptly forfeited to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Company if and when such Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreementso forfeited. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No Subject to determination of attainment levels by the Committee, each vested Restricted Stock Unit entitles Awardee to receive one share of Stock. (b) Within a reasonable amount of time after the Committee has made the determination pursuant to Section 2 and all applicable service vesting requirements have been satisfied (but in no event later than two and one-half months after the year in which the Vesting Date occurs, as applicable), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock shall be issued to you prior to the date on which underlying the Restricted Stock Units vest earned in accordance with this Agreement and upon compliance to the restrictionssatisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the Forfeiture RestrictionsCompany shall pay any extraordinary dividend on shares of Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the unvested Restricted Stock Units lapsehereunder, in accordance with which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to Section 6 or 7. After 2 (b), provided that such Dividend Equivalent Rights shall be promptly forfeited if and when the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, are forfeited; or (ii) take necessary action such that the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days number of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt credited to Awardee shall, as of such date, be increased by an amount determined by the Company following formula: W = (X multiplied by Y) divided by Z, where: W = the number of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on shares of Stock in the manner it deems appropriateform of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (A) the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. The In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of any fractional such dividend shall be determined in good faith by the Board and shall be converted to additional Restricted Stock Units based on the formula above or Dividend Equivalent Rights. Any additional Restricted Stock Units shall be rounded down at subject to the time Stock is issued to you vesting and restrictions of this Award Agreement in connection with the same manner and for so long as the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you Units granted pursuant to this Agreement. The value of Award Agreement to which they relate remain subject to such shares of Stock vesting and restrictions, and shall not bear any interest owing be promptly forfeited to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Company if and when such Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreementso forfeited. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Exhibit I(B)-2 Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No Each vested Restricted Stock Unit entitles Awardee to receive one share of the Company’s common stock, par value $.001 per share (the “Stock”), upon issuance on each vesting date for such Restricted Stock Unit (the “Vesting Date”). (b) As soon as practicable after the Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock shall be issued to you prior to the date on which underlying the Restricted Stock Units vest issued in accordance with Section 2(a) and upon compliance to the restrictionssatisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 2(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the Forfeiture RestrictionsCompany shall pay any dividend on shares of Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the unvested Restricted Stock Units lapsehereunder, in accordance with which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to Section 6 or 7. After 2(b), provided that such Dividend Equivalent Rights shall be promptly forfeited if and when the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, are forfeited; or (ii) take necessary action such that the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days number of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt credited to Awardee shall, as of such date, be increased by an amount determined by the Company following formula: W = (X multiplied by Y) divided by Z, where: W = the number of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the manner it deems appropriateform of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (A) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. The In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of any fractional such dividend shall be determined in good faith by the Board and shall be converted to additional Restricted Stock Units based on the formula above. Any additional Restricted Stock Units shall be rounded down at subject to the time Stock is issued to you vesting and restrictions of this Award Agreement in connection with the same manner and for so long as the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you Units granted pursuant to this Agreement. The value of Award Agreement to which they relate remain subject to such shares of Stock vesting and restrictions, and shall not bear any interest owing be promptly forfeited to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Company if and when such Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreementso forfeited. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No shares Subject to determination of attainment levels by the Compensation Committee, each vested Restricted Stock Unit entitles Awardee to receive one share of the Company’s Common Stock, par value $.001 per share (the “Stock”), upon issuance on each Vesting Date for such Restricted Stock Unit. (b) As soon as practicable after the Vesting Date, the Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the Shares of Stock shall be issued to you prior to the date on which underlying the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, issued in accordance with Section 6 3(a) and upon compliance to the satisfaction of the Committee with all requirements under applicable laws or 7regulations in connection with such issuance and with the requirements hereof and of the Plan. After The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, and except as set forth in Section 3(d) below regarding dividends and dividend equivalents, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award including but not limited to voting rights. (d) If on any date the Company shall pay any dividend on shares of Stock of the Company, the number of Restricted Stock Units vest pursuant credited to Section 6 or 7Awardee shall, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment increased by an amount determined by the following formula: W = (X multiplied by Y) divided by Z, where: W = the number of such vested additional Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in credited to Awardee on such dividend payment date; X = the aggregate number of such vested Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the manner it deems appropriateform of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (i) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (ii) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. The In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of any fractional such dividend shall be determined in good faith by the Board of Directors of the Company and shall be converted to additional Restricted Stock Units based on the formula above. Any additional Restricted Stock Units shall be rounded down at subject to the time Stock is issued to you vesting and restrictions of this Agreement in connection with the same manner and for so long as the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units granted pursuant to this Agreement to which they relate remain subject to such vesting and restrictions, and shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior promptly forfeited to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute Company if and when such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessableUnits are so forfeited.

Issuance of Stock. (a) No shares of Stock shall be issued to you Participant prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 75. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicablethis Agreement and the Founder RSU Award Conditions, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 60 days of such vesting date, cause to be issued Stock registered in your Participant’s name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you Participant in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you Participant pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Any Dividend Equivalents credited to Participant’s account during the vesting schedule of the related Restricted Stock Units shall become payable to Participant in the form of a lump sum cash payment at the same time as the related Restricted Stock Units are settled in accordance with this Section 4. Neither this Section 5 4 nor any action taken pursuant to or in accordance with this Section 5 4 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No Subject to any applicable preemptive rights of any series of Preferred Stock as may then be outstanding, shares of Stock capital stock of the corporation may be issued by the corporation from time to time, in accordance with the procedures set forth in the corporation’s By-laws, in such amounts and proportions and for such consideration (not less than the par value thereof in the case of capital stock having par value) as may be fixed and determined from time to time by the Board of Directors and as shall be issued to you prior to permitted by law. FIFTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and stockholders, it is further provided that: A. Upon the initial issuance of Series A Preferred by the corporation and continuing until the earlier of (i) , 2013 [the 5th anniversary of Series A closing], and (ii) the date on which the Restricted Stock Units vest neither (x) at least 800,000 shares of Series A Preferred are issued and outstanding (subject to anti-dilution adjustment for stock splits, stock dividends and the restrictions, including the Forfeiture Restrictions, like with respect to the Restricted Stock Units lapseSeries A Preferred), nor (y) the outstanding shares of Series A Preferred represent 10% or more of the total combined voting power of all outstanding shares of all classes of capital stock which are then entitled to vote in matters presented to a vote of the corporation’s stockholders generally: 1. The power and authority conferred upon the Board of Directors by the DGCL shall be exercised and performed, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7141(a) thereof, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company Board of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion Directors of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreementscorporation; provided, however, that if you pursuant to Section 141(a) of the DGCL certain of such powers and authority of the Board of Directors shall also be exercised by and require the further approval of the Executive Committee as provided in this paragraph A of Article FIFTH. 2. There is hereby established the Executive Committee, which shall have the power and authority provided herein. The Executive Committee shall not previously executed be a Management Stockholder’s Agreement and/or committee of the Board of Directors as provided in Section 141(c) of the DGCL, but shall instead be a Sale Participation Agreement with separate body pursuant to Section 141(a) of the CompanyDGCL and shall consist of three members of the Board of Directors, you agree thatone of whom shall at all times be Xxxxxxxx X. Xxxxxx, prior Xxxxxxxx X. Xxxxxx, or a director designated for nomination by Financial Investments Corporation (“FIC”) (the “FIC Designee”), one of whom shall at all times be a director designated for nomination by the Xxxxxx Family at all times that such right exists (the “Xxxxxx Designee”), and one of whom shall be the most senior executive of the corporation serving on the Board of Directors of the corporation who, other than through involvement in the corporation, is not an affiliate of either the Xxxxxx Family or the Xxxxxx Family (the “Senior Officer”). The Executive Committee initially shall be comprised of Xxxxxxxx X. Xxxxxx as Chairman (the initial FIC Designee), Xxxx X. Xxxxx, President of the corporation (the initial Senior Officer), and Xxxxx X. Xxxxxx, Chief Executive Officer of the corporation (the initial Xxxxxx Designee). Each such person shall be a member of such committee for so long as such person remains a member of the Board of Directors or until his earlier death, Permanent Disability (as defined herein) or resignation by written notice delivered to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in Corporate Secretary at the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting principal executive office of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which corporation (the “Term of Service”). Each of Xxxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx shall have then been reacquired by the Company. Such shares shall be fully paid right to attend and nonassessableobserve Executive Committee meetings for so long as they serve on the Board of Directors of the corporation.

Issuance of Stock. (a) No shares Subject to determination of attainment levels by the Compensation Committee, each vested Restricted Stock Unit entitles Awardee to receive one share of the Company’s Common Stock, par value $.001 per share (the “Stock”), upon issuance on each Vesting Date for such Restricted Stock Unit. (b) As soon as practicable after the Vesting Date, the Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the Shares of Stock shall be issued to you prior to the date on which underlying the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, issued in accordance with Section 6 3(a) and upon compliance to the satisfaction of the Compensation Committee with all requirements under applicable laws or 7regulations in connection with such issuance and with the requirements hereof and of the Plan. After The determination of the Compensation Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, and except as set forth in Section 3(d) below regarding dividends and dividend equivalents, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award including but not limited to voting rights. (d) If on any date the Company shall pay any dividend on shares of Stock of the Company, the number of Restricted Stock Units vest pursuant credited to Section 6 or 7Awardee shall, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment increased by an amount determined by the following formula: W = (X multiplied by Y) divided by Z, where: W = the number of such vested additional Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in credited to Awardee on such dividend payment date; X = the aggregate number of such vested Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the manner it deems appropriateform of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (i) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (ii) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. The In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of any fractional such dividend shall be determined in good faith by the Board of Directors of the Company and shall be converted to additional Restricted Stock Units based on the formula above. Any additional Restricted Stock Units shall be rounded down at subject to the time Stock is issued to you vesting and restrictions of this Agreement in connection with the same manner and for so long as the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units granted pursuant to this Agreement to which they relate remain subject to such vesting and restrictions, and shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior promptly forfeited to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute Company if and when such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessableUnits are so forfeited.

Issuance of Stock. (a) No shares Subject to determination of Stock shall be issued to you prior to attainment levels by the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 Committee or 7. After the Restricted Stock Units vest pursuant to Section 6 or 72(b) upon an Acquisition, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such each vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock Unit entitles Awardee to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares receive one share of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting Within a reasonable amount of time after the Committee has made the determination pursuant to Section 2 or pursuant to Section 2(b) upon an Acquisition and all applicable service vesting requirements have been satisfied (but in no event later than two and one-half months after the end of the year in which the Vesting Date or the Acquisition occurs, as applicable), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock underlying the Restricted Stock Units vested and/or earned in accordance with Sections 2 and 3(a) and upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the issuance Company shall pay any dividend on shares of Stock pursuant Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the settlement of your unvested Restricted Stock Units hereunder, which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to this Agreement Award Agreement; provided that such Dividend Equivalent Rights shall be promptly forfeited if and when the Restricted Stock Units are forfeited; or (ii) take necessary action such that the number of Restricted Stock Units credited to Awardee shall, as of such date, be increased by an amount determined by the following formula: W = (X multiplied by Y) divided by Z, where: W = the number of additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the form of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (A) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of such dividend shall be determined in good faith by the Board and shall be converted to additional Restricted Stock Units based on the formula above or Dividend Equivalent Rights. Any additional Restricted Stock Units shall be subject to all the terms vesting and conditions restrictions of any Management Stockholder’s this Award Agreement in the same manner and Sale Participation Agreement previously executed by you, for so long as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Restricted Stock to you Units granted pursuant to this Agreement, you will execute Award Agreement to which they relate remain subject to such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreementvesting and restrictions, and (b) shall be treated as “Common Stock” underlying “Options” (as promptly forfeited to the Company if and when such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessableUnits are so forfeited.

Issuance of Stock. (a) No shares Subject to determination of Stock shall be issued to you prior to attainment levels by the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 Committee or 7. After the Restricted Stock Units vest pursuant to Section 6 or 72(b) upon an Acquisition, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such each vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock Unit entitles Awardee to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares receive one share of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting Within a reasonable amount of time after the Committee has made the determination pursuant to Section 2 or pursuant to Section 2(b) upon an Acquisition (but in no event later than two and one-half months after the year in which the Vesting Date or the Acquisition occurs, as applicable), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock underlying the Restricted Stock Units earned in accordance with Sections 2 and 3(a) and upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the issuance Company shall pay any dividend on shares of Stock pursuant Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the settlement of your unvested Restricted Stock Units hereunder, which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to this Agreement Section 2 (b), provided that such Dividend Equivalent Rights shall be subject to all the terms promptly forfeited if and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of when the Restricted Stock UnitsUnits are forfeited; or (ii) take necessary action such that the number of Restricted Stock Units credited to Awardee shall, may as of such date, be either previously authorized but unissued shares or issued shares, which have then been reacquired increased by an amount determined by the Company. Such shares shall following formula: W = (X multiplied by Y) divided by Z, where: W = the number of additional Restricted Stock Units to be fully paid and nonassessable.credited to Awardee on such dividend payment date;

Issuance of Stock. (a) No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) The issuance of Stock to you pursuant to the Option Agreement(s) was conditioned upon certain restrictions contained in Section 4.4 of the Option Agreement(s). You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of Section 4.4 of your Option Agreement(s), as amended by this Agreement, including, without limitation, the terms of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, that prior to the Company’s issuance of Stock to you pursuant to this Agreement, Agreement you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting . Section 4.4 of the Restricted Stock UnitsOption Agreement(s), may be either previously authorized but unissued shares or issued sharesas amended, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessableis attached hereto as Exhibit A for your convenience.

Issuance of Stock. (a) No Subject to determination of attainment levels by the Committee or pursuant to Section 2(b) upon an Acquisition, each vested Restricted Stock Unit entitles Awardee to receive one share of Stock. (b) Within a reasonable amount of time after the Committee has made the determination pursuant to Section 2 or pursuant to Section 2(b) upon an Acquisition (but in no event later than two and one-half months after the year in which the Vesting Date or the Acquisition occurs, as applicable), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock shall be issued to you prior to the date on which underlying the Restricted Stock Units vest earned in accordance with Sections 2 and 3(a) and upon compliance to the restrictionssatisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the Forfeiture RestrictionsCompany shall pay any dividend on shares of Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the unvested Restricted Stock Units lapsehereunder, in accordance with which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to Section 6 or 7. After 2 (b), provided that such Dividend Equivalent Rights shall be promptly forfeited if and when the Restricted Stock Units vest pursuant to Section 6 are forfeited; or 7, as applicable, (ii) take necessary action such that the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days number of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt credited to Awardee shall, as of such date, be increased by an amount determined by the Company following formula: W = (X multiplied by Y) divided by Z, where: W = the number of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the manner it deems appropriateform of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (A) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. The In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of any fractional such 4 dividend shall be determined in good faith by the Board and shall be converted to additional Restricted Stock Units based on the formula above or Dividend Equivalent Rights. Any additional Restricted Stock Units shall be rounded down at subject to the time Stock is issued to you vesting and restrictions of this Award Agreement in connection with the same manner and for so long as the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you Units granted pursuant to this Agreement. The value of Award Agreement to which they relate remain subject to such shares of Stock vesting and restrictions, and shall not bear any interest owing be promptly forfeited to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Company if and when such Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreementso forfeited. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) The issuance of Stock to you pursuant to the Option Agreement was conditioned upon certain restrictions contained in Section 4.4 of the Option Agreement. You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of Section 4.4 of your Option Agreement, including, without limitation, the terms of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under by the terms of such agreementsCompany from time to time; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, that prior to the Company’s issuance of Stock to you pursuant to this Agreement, Agreement you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Purchased Stock” (as such term is defined in the recitals of the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting . Section 4.4 of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessableOption Agreement is attached hereto as Exhibit A for your convenience.

Issuance of Stock. (a) No shares Subject to determination of Stock shall be issued to you prior to attainment levels by the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 Committee or 7. After the Restricted Stock Units vest pursuant to Section 6 or 72(b) upon an Acquisition, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such each vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock Unit entitles Awardee to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares receive one share of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting Within a reasonable amount of time after the Committee has made the determination pursuant to Section 2 or pursuant to Section 2(b) upon an Acquisition and all applicable service vesting requirements have been satisfied (but in no event later than two and one-half months after the end of the year in which the Vesting Date or the Acquisition occurs, as applicable), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock underlying the Restricted Stock Units vested in accordance with this Award Agreement and upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the issuance Company shall pay any dividend on shares of Stock pursuant Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the settlement of your unvested Restricted Stock Units hereunder, which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to this Agreement Award Agreement; provided that such Dividend Equivalent Rights shall be promptly forfeited if and when the Restricted Stock Units are forfeited; or (ii) take necessary action such that the number of Restricted Stock Units credited to Awardee shall, as of such date, be increased by an amount determined by the following formula: W = (X multiplied by Y) divided by Z, where: W = the number of additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the form of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (A) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of such dividend shall be determined in good faith by the Board and shall be converted to additional Restricted Stock Units based on the formula above or Dividend Equivalent Rights. Any additional Restricted Stock Units shall be subject to all the terms vesting and conditions restrictions of any Management Stockholder’s this Award Agreement in the same manner and Sale Participation Agreement previously executed by you, for so long as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Restricted Stock to you Units granted pursuant to this Agreement, you will execute Award Agreement to which they relate remain subject to such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreementvesting and restrictions, and (b) shall be treated as “Common Stock” underlying “Options” (as promptly forfeited to the Company if and when such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessableUnits are so forfeited.

Issuance of Stock. The Company, or its transfer agent, will convert the Restricted Stock Units in the Employee’s RSU Account into Shares (aincluding whole and fractional shares) No shares and, unless the Employee made an election to defer the receipt of Stock shall be issued to you prior Shares, deliver the total number of Shares due to the Employee within 60 days after the date on which the Restricted Stock Units vest or as soon as administratively possible after such date, except as otherwise provided in Section 14 below. However, notwithstanding any provision to the contrary, if, in the reasonable determination of the Company, the Employee is a “specified employee” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the restrictionsguidance promulgated thereunder (“Code Section 409A”), including then, if necessary to avoid the Forfeiture Restrictionsimposition on the Employee of excise tax and interest under Code Section 409A, the Company shall not deliver the Shares otherwise payable upon the Employee’s termination and separation of service until the date that is 30 days after 6 months following the Employee’s termination and separation of service from the Company. The delivery of the Shares shall be subject to payment of the applicable withholding tax liability as set forth in Section 8. If the Employee dies before the Company has distributed any portion of the vested Restricted Stock Units, the Company will transfer any Shares payable with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in accordance with the manner it deems appropriateEmployee’s written beneficiary designation or to the Employee’s estate if no written beneficiary designation is provided. The value of If the Employee did not have a will, any fractional Huntington Bancshares Incorporated Shares payable with respect to the vested Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or distributed in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation the laws of any kinddescent and distribution. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No shares Subject to determination of Stock shall be issued to you prior to attainment levels by the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 Committee or 7. After the Restricted Stock Units vest pursuant to Section 6 or 72(b) upon an Acquisition, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such each vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock Unit entitles Awardee to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares receive one share of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting Within a reasonable amount of time after the Committee has made the determination pursuant to Section 1(b) with respect to Interim RSUs and pursuant to Section 1(c) with respect to Performance Period RSUs or pursuant to Section 2(b) upon an Acquisition, and all applicable service vesting requirements have been satisfied (but in no event later than two and one-half months after the end of the year in which the Interim Vesting Date, Final Vesting Date or the Acquisition occurs, as applicable), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock underlying the Restricted Stock Units vested and/or earned in accordance with Sections 2 and 3(a) and upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 3(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the issuance Company shall pay any dividend on shares of Stock pursuant Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the settlement of your unvested Restricted Stock Units subject to the Target Award hereunder, which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to this Agreement Award Agreement; provided that such Dividend Equivalent Rights shall be promptly forfeited if and when the Restricted Stock Units are forfeited; or (ii) take necessary action such that the number of Restricted Stock Units credited to Awardee shall, as of such date, be increased by an amount determined by the following formula: W = (X multiplied by Y) divided by Z, where: W = the number of additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the form of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (A) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of such dividend shall be determined in good faith by the Board and shall be converted to additional Restricted Stock Units based on the formula above or Dividend Equivalent Rights. Any additional Restricted Stock Units shall be subject to all the terms vesting and conditions restrictions of any Management Stockholder’s this Award Agreement in the same manner and Sale Participation Agreement previously executed by you, for so long as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Restricted Stock to you Units granted pursuant to this Agreement, you will execute Award Agreement to which they relate remain subject to such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreementvesting and restrictions, and (b) shall be treated as “Common Stock” underlying “Options” (as promptly forfeited to the Company if and when such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessableUnits are so forfeited.

Issuance of Stock. (a) No shares of Stock shall be issued to you prior to On the date on which day the Restricted Stock Units vest and (the restrictions“Vesting Date”), including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such each vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion Unit entitles Awardee to receive one share of the CommitteeCompany’s common stock, if required by applicable securities law; provided, that, in no event shall par value $0.001 per share (the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii“Stock”). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting As soon as practicable after the Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock underlying the vested Restricted Stock Units, upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 2(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the issuance Company shall pay any dividend on shares of Stock pursuant Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the settlement of your unvested Restricted Stock Units hereunder, which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to this Agreement Award Agreement; provided that such Dividend Equivalent Rights shall be promptly forfeited if and when the Restricted Stock Units are forfeited; or (ii) take necessary action such that the number of Restricted Stock Units credited to Awardee shall, as of such date, be increased by an amount determined by the following formula: W = (X multiplied by Y) divided by Z, where: W = the number of additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on Stock in the form of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (A) the aggregate number of Restricted Stock Units that have been awarded to Awardee through the related dividend record date, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of such dividend shall be determined in good faith by the Board and shall be converted to additional Restricted Stock Units based on the formula above or Dividend Equivalent Rights. Any additional Restricted Stock Units shall be subject to all the terms vesting and conditions restrictions of any Management Stockholder’s this Award Agreement in the same manner and Sale Participation Agreement previously executed by you, for so long as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Restricted Stock to you Units granted pursuant to this Agreement, you will execute Award Agreement to which they relate remain subject to such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreementvesting and restrictions, and (b) shall be treated as “Common Stock” underlying “Options” (as promptly forfeited to the Company if and when such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessableUnits are so forfeited.

Issuance of Stock. (a) No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) The issuance of Stock to you pursuant to the Option Agreement(s) was conditioned upon certain restrictions contained in Section 4.4 of the Option Agreement(s). You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of Section 4.4 of your Option Agreement(s), as amended by this Agreement, including, without limitation, the terms of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, that prior to the Company’s issuance of Stock to you pursuant to this Agreement, Agreement you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. The Company, or its transfer agent, will convert the Restricted Stock Units in the Employee’s RSU Account into Shares (aincluding whole and fractional shares) No shares and, unless the Employee made an election to defer the receipt of Stock shall be issued to you prior Shares, deliver the total number of Shares due to the Employee within 60 days after the date on which the Restricted Stock Units vest or as soon as administratively possible after such date, except as otherwise provided in Section 14 below. However, notwithstanding any provision to the contrary, if, in the reasonable determination of the Company, the Employee is a “specified employee” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the restrictionsguidance promulgated thereunder (“Code Section 409A”), including then, if necessary to avoid the Forfeiture Restrictionsimposition on the Employee of excise tax and interest under Code Section 409A, the Company shall not deliver the Shares otherwise payable upon the Employee’s termination and separation of service until the date that is 30 days after 6 months following the Employee’s termination and separation of service from the Company. The delivery of the Shares shall be subject to payment of the applicable withholding tax liability as set forth in Section 8. For purposes of this Agreement and all other outstanding Restricted Stock Unit Award Agreements between the Employee and the Company, if the Employee dies before the Company has distributed any portion of the vested Restricted Stock Units, the Company will transfer any Shares payable with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection accordance with the Restricted Stock UnitsEmployee’s written beneficiary designation, if any. No fractional shares of StockIf the Employee has not designated a beneficiary for such an Award, nor the cash value of Company will transfer any fractional shares of Stocksuch RSUs to the Employee’s brokerage account. If the Employee designated a beneficiary for the brokerage account, the Shares will be issuable or payable distributed to you pursuant to this Agreementsuch beneficiary. The value of such shares of Stock shall not bear any interest owing to Otherwise, the passage of time. Neither this Section 5 nor any action taken pursuant to or Shares will be distributed in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified beneficiary procedures under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreementbrokerage account. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. (a) No Each vested Restricted Stock Unit entitles Awardee to receive one share of the Company’s common stock, par value $.001 per share (the “Stock”), upon issuance on each vesting date for such Restricted Stock Unit (the “Vesting Date”). (b) As soon as practicable after the Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Awardee’s name shall be entered as the stockholder of record on the books and records of the Company with respect to the shares of Stock shall be issued to you prior to the date on which underlying the Restricted Stock Units vest issued in accordance with Section 2(a) and upon compliance to the restrictionssatisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on Awardee. (c) Until such time as shares of Stock have been issued to Awardee pursuant to Section 2(b) above, Awardee shall not have any rights as a holder of the shares of Stock underlying this Award, including but not limited to voting rights. (d) If on any date the Forfeiture RestrictionsCompany shall pay any extraordinary dividend on shares of Stock, the Committee shall, in its discretion, either: (i) make a proportionate award (based on the dividend paid) of Dividend Equivalent Rights under the Plan with respect to the unvested Restricted Stock Units lapsehereunder, in accordance with which Dividend Equivalent Rights shall vest and be settled under the same terms and conditions as the underlying Restricted Stock Units pursuant to Section 6 or 7. After 2(b), provided that such Dividend Equivalent Rights shall be promptly forfeited if and when the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, are forfeited; or (ii) take necessary action such that the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days number of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt credited to Awardee shall, as of such date, be increased by an amount determined by the Company following formula: W = (X multiplied by Y) divided by Z, where: W = the number of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested additional Restricted Stock Units to be credited to Awardee on such dividend payment date; X = the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend; Y = the cash dividend per share amount; and Z = the Fair Market Value per share of Stock (as determined under the Plan) on the dividend payment date. In the case of a dividend paid on shares of Stock in the manner it deems appropriateform of Stock, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, the number of Restricted Stock Units credited to Awardee shall be increased by a number equal to the product of (A) the aggregate number of Restricted Stock Units (whether vested or unvested) credited to Awardee as of the record date of the dividend, and (B) the number of shares of Stock (including any fraction thereof) payable as dividend on one share of Stock. The In the case of a dividend payable in property other than shares of Stock or cash, the per share of Stock value of any fractional such dividend shall be determined in good faith by the Board and shall be converted to additional Restricted Stock Units based on the formula above or Dividend Equivalent Rights. Any additional Restricted Stock Units shall be rounded down at subject to the time Stock is issued to you vesting and restrictions of this Award Agreement in connection with the same manner and for so long as the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you Units granted pursuant to this Agreement. The value of Award Agreement to which they relate remain subject to such shares of Stock vesting and restrictions, and shall not bear any interest owing be promptly forfeited to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Company if and when such Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s Agreement and Sale Participation Agreement previously executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder’s Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company’s issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreementso forfeited. (c) The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

Issuance of Stock. The Option may be exercised in whole or in part (ato the extent that it is exercisable in accordance with its terms) No shares for a whole number of Stock Shares by giving written notice (or any other approved form of notice) to the Company. Such written notice shall be issued signed by the person exercising the Option, shall state the number of Shares with respect to you prior to which the Option is being exercised, shall contain the warranty, if any, required under the Plan and shall specify a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Restricted Stock Units vest and Shares will be purchased, at the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, principal office of the Company shallduring ordinary business hours, subject to any conditions described in subsection (b) below, promptly or at such other hour and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units place agreed upon receipt by the Company of any required tax withholding. Such issuance and the person or persons exercising the Option, and shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection comply with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder’s this Agreement and Sale Participation Agreement previously executed by you, as the Plan. On the date specified in such forms written notice (which date may be modified under extended by the terms Company if any law or regulation requires the Company to take any action with respect to the Option Shares prior to the issuance thereof), the Company shall accept payment for the Option Shares and shall deliver to the Optionee as soon as practicable thereafter an appropriate certificate or certificates or book-entry notation for the Shares as to which the Option was exercised. The Option price of such agreements; any Shares shall be payable at the time of exercise as determined by the Company in its sole discretion either: (a) in cash, by certified check or bank check, or by wire transfer; (b) in whole shares of the Company’s common stock, provided, however, that (i) if you such shares were acquired pursuant to an incentive stock option plan (as defined in Code Section 422) of the Company or Affiliate, then the applicable holding period requirements of said Section 422 have not previously executed been met with respect to such shares, (ii) if the Optionee is subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended from time to time, and if such shares were granted pursuant to an option, then such option must have been granted at least six (6) months prior to the exercise of the Option hereunder, and (iii) such shares were owned by the Optionee for six (6) or more months prior to the exercise of the Option hereunder; (c) through the delivery of cash or the extension of credit by a Management Stockholder’s Agreement and/or broker-dealer to whom the Optionee has submitted notice of exercise or otherwise indicated an intent to exercise an Option (a Sale Participation Agreement so-called “cashless” exercise); or (d) in any combination of (a), (b) or (c) above. The fair market value of the stock to be applied toward the purchase price shall be determined as of the date of exercise of the Option in a manner consistent with the Companydetermination of fair market value with respect to the grant of an Option under the Plan. Any certificate for shares of outstanding stock of the Company used to pay the purchase price shall be accompanied by a stock power duly endorsed in blank by the registered holder of the certificate, you agree that, prior with signature guaranteed in the event the certificate shall also be accompanied by instructions from the Optionee to the Company’s transfer agent with respect to disposition of the balance of the shares covered thereby. The Company shall pay all original issue taxes with respect to the issuance of Stock Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of this Option shall have the rights of a stockholder only with respect to you pursuant to this Agreement, you will execute such documents those Shares covered by the Option which have been registered in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined holder’s name in the Management Stockholder’s Agreement) for all purposes under the Management Stockholder’s Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement. (c) The shares of Stock deliverable upon vesting share register of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by Company upon the Company. Such shares shall be fully paid and nonassessabledue exercise of the Option.