Common use of Lapse of Restrictions Clause in Contracts

Lapse of Restrictions. Notwithstanding the foregoing, the Repurchase Right and Transfer Restriction with respect to the Rollover Shares shall lapse on the earlier the (i) second anniversary of the Closing Date or (ii) date that Employee’s employment is terminated by the Company and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faith.

Lapse of Restrictions. Notwithstanding The RSUs subject to this RSU Award shall vest and restrictions thereon shall lapse at a rate of one third of such number per year on [VESTING DATE] of each year, commencing with [FIRST VESTING DATE IN ONE YEAR] and annually thereafter ending with [FINAL VESTING DATE IN THREE YEARS], provided that Grantee’s employment has not terminated on or before such date or one of the foregoingexceptions set forth below in this Section 4 are met. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination within two (2) years following a Change of Control of the Repurchase Right and Transfer Restriction Company, each as determined by the Committee in accordance with respect the Plan, then as of the date of such termination any RSUs which have yet to vest shall be forfeited by you. If prior to the Rollover Shares shall lapse on RSUs becoming vested in full pursuant to the earlier preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination within two (i2) second anniversary years following a Change of Control of the Closing Date or (ii) date that Employee’s employment is terminated Company, each as determined by the Committee in accordance with the Plan, then any portion of this RSU Award which has yet to become vested shall become immediately vested. If prior to the RSUs becoming vested in full pursuant to the preceding paragraph, you Retire from the Company and its Affiliates without Causeyou deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes then any portion of this AgreementRSU Award which has yet to become vested shall continue to vest as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, all circumstances other than your Qualifying Termination within two (2) years following a salary reduction that is part Change of a general salary reduction affecting executives and employees of Control, any RSUs held less than one year from the Company generally; or (c) the requirement that Employee Grant Date will be based more than 75 miles from Employee’s then current work location, except for required travel on Company businessforfeited[; provided, however, that none in the event of your Retirement, this one-year holding requirement may be waived by the events described above Committee, in its sole and absolute discretion, and any portion of this RSU Award which has yet to become vested shall constitute Good Reason unless and until Employee first notifies continue to vest as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days event of its occurrence and a Change of Control the successor to the Company fails does not assume this RSU Award, then any portion of this RSU Award which has yet to cure such condition within 30 days after become vested and which has not otherwise been forfeited pursuant to the Company’s receipt provisions of such written noticethis Section 4 shall become immediately vested. If Employee terminates Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or childas defined herein), Employee may request in writing that the Company’s Board regardless of Directors (or its Compensation Committee) waive the Repurchase Rightwhether you are retirement eligible, and the Company’s Board of Directors (or its Compensation Committee) you will consider the waiver request in good faithforfeit your right to receive any unvested RSUs, unless otherwise prohibited by law.

Lapse of Restrictions. (a) All Restrictions on transfer or sale shall lapse as to 7,500 shares on each anniversary of this Agreement until all restrictions have lapsed. In the event of the termination of the employment of the Restricted Stockholder before the restrictions have lapsed with respect to all of the shares of Restricted Stock, the remaining restrictions shall lapse in accordance with the following provisions: (i) In the event of a termination by the Company for Cause or a termination by the Executive other than for Good Reason, the provisions of Section 3.1 shall apply immediately upon such termination. (ii) In the event of a termination for Performance Failure, the death of the Executive or as a result of a disability event as defined below, any shares of Restricted Stock whose restrictions would have lapsed during the 12-month period following the termination shall be deemed to have lapsed as of the date of termination. Any shares which are subject to restrictions which lapse after said 12-month period shall be subject to the provisions of Section 3.1 immediately upon the termination. (iii) In the event of a termination by the Company other than for Cause or Performance Failure, or if the Executive shall terminate his employment for Good Reason, any and all restrictions applicable to shares of the Restricted Stock shall lapse immediately upon such termination. (b) Upon the lapse of the Restrictions, the Company shall cause new certificates to be issued with respect to such shares and delivered to Restricted Stockholder or his legal representative, free from the legend provided for in Section 3.2 of this Agreement and any of the other Restrictions. Notwithstanding the foregoing, the Repurchase Right no such new certificate shall be delivered to Restricted Stockholder or his legal representative unless and Transfer Restriction with respect until Restricted Stockholder or his legal representative shall have paid to the Rollover Shares shall lapse on Company in cash the earlier full amount of all federal and state withholding or other employment taxes applicable to the (i) second anniversary taxable income of the Closing Date Restricted Stockholder resulting from the grant of Restricted Stock or (ii) date that Employee’s employment is terminated the lapse of the Restrictions, or the Restricted Stockholder or his legal representative otherwise satisfy such tax obligations by having the Company and its Affiliates without Causewithhold shares of Common Stock, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes as provided in Section 4.9 of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or . (c) A disability event shall be defined as the requirement that Employee be based more than 75 miles from EmployeeExecutive’s then current work location, except inability to perform the services required under the Understanding as a result of Executive’s physical or mental disability for required travel on an aggregate of 180 days out of any 365 day period. The Company business; provided, however, that none of may terminate the events described above shall constitute Good Reason unless and until Employee first notifies Executive’s employment upon the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithdisability event.

Lapse of Restrictions. Notwithstanding The Participant accepts the foregoingaward under this Agreement (“Award”) and agrees that the restrictions relative to such Award shall lapse only following the conclusion of the Performance Period and only to the extent that there are Dividend Related Earnings certified by the Committee. If there are no Dividend Related Earnings, the Repurchase Right Units and Transfer Restriction with respect related Dividend Equivalents shall be forfeited. The actual number of Units that vest after achieving Dividend Related Earnings during the Performance Period may be reduced by the Committee in its sole and absolute discretion based on such factors as the Committee determines to be appropriate and/or advisable including, without limitation, the Company’s achievement relative to the Rollover Shares shall lapse metrics set forth in Appendix A to this Agreement for the Performance Period (“Performance Metrics Formula”). It is the intention of the Committee that the Committee will exercise its discretion to reduce the number of Units that will vest based on the earlier Performance Metrics Formula, provided that the (i) second anniversary Committee reserves the right to deviate from the Performance Metrics Formula and may reduce the number of Units that will vest based on such other factors as the Closing Date or (ii) date that Employee’s employment is terminated by the Company Committee in its sole and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect absolute discretion determines to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company businessappropriate and/or advisable; provided, however, that none it is the intention of the events described above shall constitute Good Reason unless Committee that it will deviate from the Performance Metrics Formula only in extreme and until Employee first notifies unusual circumstances. Any Dividend Equivalents that the Committee certifies are earned relative to the Units will be paid to the Participant in no event later than March 15 of the calendar year following the Vesting Date. Any Shares underlying the Units that the Committee certifies are earned will be issued and delivered to the Participant in no event later than March 15 of the calendar year following the Vesting Date. Notwithstanding the foregoing, (A) In the event of a Change in Control (as defined in the Participant’s Severance Benefit Agreement with the Company dated October 1, 2012, referred to hereafter as the “Severance Agreement), all Units and related Dividend Equivalents shall be deemed earned in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence full, and the Company fails shares relative to cure such condition Units shall be issued and related Dividend Equivalents payable within 30 days following such Change in Control; (B) If Participant is terminated by the Company without Cause (as defined by the Plan) or voluntarily resigns for Good Reason (as defined by the Severance Agreement) on or after April 1, 2013, the Company’s receipt of Units and related Dividend Equivalents shall be deemed earned in full, and all restrictions as to such written notice. Units shall be issued and related Dividend Equivalents payable within 30 days following such event if the Award has not otherwise been forfeited; (C) If Employee terminates a Participant leaves the employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date Company and its subsidiaries due to death, disability or retirement (including early retirement and disability retirement) on or after April 1, 2013 but prior to the end of the Performance Period, the Participant will be eligible to earn a life altering event having occurred prorated Award (e.g., incapacity of a spouse or childincluding Dividend Equivalents), Employee as the Administrator in its sole discretion may request determine, based on the number of full months as a Participant during the Performance Period and will be eligible to receive the Shares (and related Dividend Equivalents) to the extent certified by the Committee as provided in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithSection 5 above.

Lapse of Restrictions. Notwithstanding The Participant accepts the foregoingaward under this Agreement (“Award”) and agrees that the restrictions relative to such Award shall lapse only following the conclusion of the Performance Period and only to the extent that there are Dividend Related Earnings certified by the Committee. If there are no Dividend Related Earnings, the Repurchase Right Units and Transfer Restriction with respect related Dividend Equivalents shall be forfeited. The actual number of Units that vest after achieving Dividend Related Earnings during the Performance Period may be reduced by the Committee in its sole and absolute discretion based on such factors as the Committee determines to be appropriate and/or advisable including, without limitation, the Company’s achievement relative to the Rollover Shares shall lapse metrics set forth in Appendix A to this Agreement for the Performance Period (“Performance Metrics Formula”). It is the intention of the Committee that the Committee will exercise its discretion to reduce the number of Units that will vest based on the earlier Performance Metrics Formula, provided that the (i) second anniversary Committee reserves the right to deviate from the Performance Metrics Formula and may reduce the number of Units that will vest based on such other factors as the Closing Date or (ii) date that Employee’s employment is terminated by the Company Committee in its sole and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect absolute discretion determines to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company businessappropriate and/or advisable; provided, however, that none it is the intention of the events described above Committee that it will deviate from the Performance Metrics Formula only in extreme and unusual circumstances. Any Dividend Equivalents that the Committee certifies are earned relative to the Units will be paid to the Participant in no event later than March 15 of the calendar year following the end of the Performance Period. Any Shares underlying the Units that the Committee certifies are earned will be issued and delivered to the Participant in no event later than March 15 of the calendar year following the end of the Performance Period. Notwithstanding the foregoing, (A) In the event of a Change in Control, two-thirds of the Units and related Dividend Equivalents shall constitute Good Reason unless be deemed earned and until Employee first notifies prorated based on the Company number of months in writing describing the Performance Period to the date of the Change in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence Control, and the Company fails shares relative to cure such condition Units shall be issued and related Dividend Equivalents payable within 30 days after following such Change in Control if: (i) the Company’s receipt of such written notice. If Employee terminates employment Award has not otherwise been forfeited and (ii) the successor or surviving corporation (or Employee contemplates terminating employmentparent thereof) before does not assume this Award or replace it with a comparable award, provided further that if the second anniversary Award is assumed or replaced, such assumed or replaced Award shall provide that the restrictions shall lapse if Participant is involuntarily terminated without Cause within 24 months of the Closing Date Change in Control (a “Change in Control Termination”); (B) If a Participant leaves the employment of the Company and its subsidiaries due to death, disability or retirement (including early retirement and disability retirement) prior to the end of the Performance Period, the Participant will be eligible to earn a life altering event having occurred prorated Award (e.g., incapacity of a spouse or childincluding Dividend Equivalents), Employee as the Administrator in its sole discretion may request determine, based on the number of full months as a Participant during the Performance Period and will be eligible to receive the Shares (and related Dividend Equivalents) to the extent certified by the Committee as provided in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithSection 5 above.

Lapse of Restrictions. Notwithstanding the foregoing, the Repurchase Right and Transfer Restriction (a) All restrictions set forth in Section 3 below will lapse in their entirety with respect to the Rollover Shares shall lapse on the earlier the twenty percent (i20%) second anniversary of the Closing Date or Restricted Shares on each of the following dates: Each such period is called an “Installment Restriction Period.” Installment Restriction Periods are collectively referred to as the “Restriction Period.” Subject to the following provisions, Restricted Shares subject to an Installment Restriction Period shall, as of the end of that Installment Restriction Period, be no longer subject to forfeiture (iie.g., they will become “vested”). (b) date that Employee’s employment is terminated by As soon as reasonably practicable after the Company and its Affiliates without Causeend of an Installment Restriction Period, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes the Custodian will instruct the Transfer Agent to remove the transfer restriction notation referred to in Section 1(c) of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none the Custodian shall not issue such instruction until the Participant has either (i) paid, or (ii) made provisions satisfactory to the Committee for the payment of, all applicable tax withholding obligations. (c) If the Participant’s employment with or other service to the Company or a Subsidiary terminates during the Restriction Period because of death or Disability (as defined in Section 22(e)(3) of the events described above Code), effective on the date of that event all restrictions set forth in Section 3 of this Agreement will lapse in their entirety with respect to all of the Restricted Shares and all such Shares shall constitute Good Reason unless be vested. (d) The vesting of Restricted Shares under this Agreement will result in the Participant’s recognition of income for federal and until Employee first notifies state tax purposes (and/or foreign tax purposes, if applicable) and shall be subject to all applicable tax and tax withholding requirements. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including Participant’s FICA or employment tax obligations) required by law to be withheld with respect to the vesting of the Restricted Shares. The Company may, in its sole discretion and in satisfaction of the foregoing requirement, withhold, or allow the Participant to elect to have the Company in writing describing in reasonable detail withhold, Shares otherwise issuable upon the condition which constitutes Good Reason within 90 days vesting of its occurrence any of the Restricted Shares (or allow the surrender of Shares). The number of Shares so withheld or surrendered shall be limited to the number of Shares that have a Fair Market Value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to supplemental taxable income. For purposes of this paragraph, such withheld or surrendered Shares shall be valued at the Company fails to cure such condition within 30 days after closing price of the Company’s receipt Common Stock in the New York Stock Exchange on the most recent trading day preceding the date of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary determination on which sales of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithShares occurred.

Lapse of Restrictions. Notwithstanding the foregoing, the Repurchase Right and Transfer Restriction The restrictions with respect to the Rollover Shares shall lapse on in their entirety upon the earlier occurrence of the (i) second earliest of the following events, as applicable: a. Solely with respect to the Finder Shares, the one-year anniversary of the Closing Date (the “Finder Shares Vesting Date”); b. Solely with respect to the Closing Shares, such Closing Shares are registered for resale by BRAC pursuant to a Registration Statement under the Securities Act of 1933, as amended, that has been declared effective by the U.S. Securities Exchange Commission (the “Closing Shares Vesting Date” and together with the Finder Shares Vesting Date, the “Vesting Dates”); c. Executive’s employment, director or consulting services are reduced below the level of minimum services required by Section 3.b above by the Company for any reason other than fraud, embezzlement or a similar serious offense involving the Company or any of its affiliates; d. Except with respect to the Merger, a merger or consolidation of BRAC with or into another corporation or entity in which the stockholders of BRAC as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, or a sale or other disposition of all or substantially all of BRAC’s assets (including a plan of liquidation), or (ii) date that Employee’s employment is terminated by the Company and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees majority of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none members of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the CompanyBRAC’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, is replaced by directors not nominated and the Companyapproved by BRAC’s Board of Directors Directors; e. The death of Executive; or f. Executive’s incapacity due to physical or mental illness or injury, if Executive has been unable, due to such physical or mental illness or incapacity, to perform the essential duties of his services with reasonable accommodation for a continuous period of ninety (90) days or its Compensation Committeean aggregate period of one hundred eighty (180) will consider days in any rolling three hundred sixty-five (365) day period; provided that such physical or mental illness or injury qualifies as a disability under Treasury Regulation Sec. 1.409A-3(i)(1)(ii). Notwithstanding anything else in this Letter to the waiver contrary, the restrictions upon the Shares shall lapse in their entirety on the applicable Vesting Date. Upon request of Executive at any time after the applicable Vesting Date, BRAC shall remove any restrictive notations placed on the books of BRAC and the applicable stock certificate(s) in good faithconnection with such restrictions.

Lapse of Restrictions. Notwithstanding (a) The Restrictions on the foregoing, the Repurchase Right and Transfer Restriction with respect to the Rollover respective Restricted Shares shall lapse on upon the earlier satisfaction of the requirements described in Subsections (i) second anniversary of the Closing Date or and (ii) below: (i) for *** (**) consecutive trading days after the Start Date, the Fair Market Value of a share of the Common Stock being equal to or greater than *-*, * percent (***%) of the Fair Market Value of a share of Common Stock as of July 18, 2006 (the “Share Price Requirement”); and (ii) for the applicable number of Restricted Shares per the schedule immediately below, the later of: (A) the corresponding date that Employee’s employment is terminated by as listed on the Company and its Affiliates without Cause, by Employee for Good Reasonschedule below, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (aB) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees satisfaction of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company businessShare Price Requirement; provided, however, that none such corresponding date or Share Price Requirement occurs prior to a Termination of Employment, but subject to Section 6(c) below: Date # of Shares for which Restrictions lapse and which become non-forfeitable _______________________ * Confidential information omitted and filed separately with the Securities and Exchange Commission under a Confidential Treatment Request. Return to 10-Q (b) Upon the lapse of the events described above shall constitute Restrictions in accordance with this Section, the Company shall, as soon as practicable thereafter, deliver to the Executive a certificate (without any restrictive endorsement referring to such Restrictions) for the Shares that are no longer subject to such Restrictions. (c) In the event the Executive’s employment is terminated other than for Cause (as defined in the Employment Agreement) or if the Executive resigns for Good Reason unless and until Employee first notifies (as defined in the Company Employment Agreement) for purposes of determining any lapse of the Restrictions in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence (a) above and the Company fails forfeiture of Shares, if any, under Section 5 and Section 6, the Executive’s employment shall be considered to cure such condition within 30 days after have continued through the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary last day of the Closing Date due to a life altering calendar quarter in which his Termination of Employment occurs. (d) In the event having occurred (e.g., incapacity of a spouse or child)Change in Control during the Employment Term, Employee may request in writing the Restrictions shall immediately lapse on fifty percent (50%) of the Shares then-subject to Restrictions. The Shares that are subject to the Company’s Board lapse of Directors (or its Compensation CommitteeRestrictions pursuant to this Section 6(d) waive shall be taken pro-rata from each tranche of the Repurchase Rightthen-Restricted Shares, and the Company’s Board remaining portion of Directors each tranche shall be subject to the lapse of Restrictions according to Section 6(a) above, subject to potential accelerated lapsing of Restrictions pursuant to Section 6(e) below. (e) If, during the 2-year period following a Change in Control during the Employment Term: (i) the Executive is terminated by the Company other than for Cause, death or its Compensation CommitteeDisability, or (ii) will consider the waiver request in good faithExecutive voluntarily resigns for Good Reason, the Restrictions on all then-Restricted Shares shall fully lapse, as of the Termination of Employment.

Lapse of Restrictions. Notwithstanding the foregoing(a) Except as provided in paragraphs (b) and (c) below, the Repurchase Right and Transfer Restriction with respect to Restrictions on the Rollover Restricted Shares granted under this Agreement shall lapse on the earlier the (i) second anniversary each of the Closing first through third anniversaries of the Grant Date in accordance with the following schedule so long as the Participant remains continuously employed by the Company or one of its affiliates or Subsidiaries from the Grant Date through each such anniversary date: Percentage of Shares on First Anniversary of Grant Date 33 1/3% Second Anniversary of Grant Date 33 1/3% Third Anniversary of Grant Date 33 1/3% No fractional shares shall be issued as a result of the lapse of the Restrictions hereunder. If, as a result of the lapse of Restrictions, a fractional share would be issued, then the number of Shares as to which the Restrictions shall lapse shall be rounded to the nearest whole share, and an appropriate adjustment shall be made to the number of remaining Restricted Shares, so that the total number of Shares granted under this Agreement shall remain unchanged. (iib) date Notwithstanding the vesting schedule set forth in Section 6(a), in the event that Employee’s the Participant's employment is terminated by with the Company and its Affiliates without Cause, by Employee for Good Reason, affiliates or by reason Subsidiaries terminates as a result of the Participant’s death or Disability, the Restrictions shall lapse on all of the Restricted Shares (if applicablenot already lapsed pursuant to paragraph (a) above) on the date of the Participant’s termination due to such event. For purposes The occurrence of the Participant’s Disability shall be determined by the Committee in accordance with the Plan. (c) Notwithstanding any other provision of this Agreement, each upon a Change in Control, all of “Cause” and “Disability” the Restrictions shall have immediately lapse on all of the same meaning given Restricted Shares (if not already lapsed pursuant to paragraph (a) or (b) above) effective upon such term Change in Control. (d) Upon lapse of the Restrictions in accordance with this Section 6, the Company shall, as soon as practicable thereafter, either deliver to the Participant an unrestricted certificate for the Shares with respect to which such Restrictions have lapsed or, as may be the Restricted Stock Unit Award attached hereto as Exhibit 1 granted case, issue appropriate instructions to Employee under the Plan. For purposes of this Agreementtransfer agent if the electronic, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that book-entry method is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithutilized.

Lapse of Restrictions. Notwithstanding (a) The Restrictions on the foregoingrespective Restricted Stock Units shall lapse per the schedule immediately below, provided, however, that (1) such corresponding date occurs prior to a Termination of Employment (as defined in Appendix A), but subject to Sections 5(c), 5(d) and 5(e) below, and (2) Executive complies with the covenants set forth in Section 6 below: Date # of RSUs for which Restrictions lapse and which become non-forfeitable (b) Upon the lapse of the Restrictions in accordance with this Section 5, the Repurchase Right Company shall, as soon as practicable thereafter (and Transfer Restriction with respect in any event, within thirty (30) days thereafter), settle the RSUs in shares of Company Common Stock and deliver to the Rollover Shares shall lapse on Executive a certificate (or record as a book entry and deliver evidence of same to the earlier Executive) (without any restrictive endorsement referring to such Restrictions) for the RSUs that are no longer subject to such Restrictions. (ic) second anniversary of In the Closing Date or (ii) date that Employeeevent the Executive’s employment is terminated by the Company other than for Cause (as defined in Appendix A), Disability (as defined in Appendix A) or death, or if the Executive voluntarily resigns for Good Reason (as defined in Appendix A) or retires on or after attaining age 65 with the consent of the Company, then for purposes of determining any lapse of the Restrictions in (a) above and its Affiliates without the forfeiture of Restricted Stock Units, if any, under Section 4 and Section 5, and, provided the Executive complies with the covenants set forth in Section 6, the Executive’s employment shall be considered to continue through the Restriction lapse dates set forth in Section 5(a), with the RSUs to be settled pursuant to Section 5(b) following the Restriction lapse dates set forth in Section 5(a). (d) If, during the 24-month period following a Change in Control (as defined in Appendix A): (i) the Executive is terminated by the Company other than for Cause, by Employee Disability or death, or (ii) the Executive voluntarily resigns for Good Reason, all Restrictions on the respective Restricted Stock Units that have not been previously forfeited under Section 4 as of the date of Termination of Employment shall lapse immediately as of the date of Termination of Employment. (e) In the event the Executive’s employment is terminated due to death or by reason Disability (as defined in Appendix A), all Restrictions on the respective Restricted Stock Units that have not been previously forfeited under Section 4 as of the date of death or DisabilityDisability shall lapse immediately, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect settlement to be made to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under Executive’s estate in the Plan. For purposes event of this Agreement, “Good Reason” shall mean EmployeeExecutive’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee termination of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithdeath.

Lapse of Restrictions. Notwithstanding (a) In the foregoingevent that the Fair Market Value (as defined in the Employment Agreement) of the Company’s Common Stock on and after August 14, 2006 reaches the following prices each for *** consecutive trading days, the Repurchase Right and Transfer Restriction with respect to Restrictions on the Rollover respective Restricted Shares shall lapse on the earlier the (i) second anniversary as follows: # of the Closing Date Shares for which Restrictions lapse and which become non-forfeitable ** consecutive day Fair Market Value 22,500 At or (ii) date that Employee’s employment is terminated by the Company and its Affiliates without Cause, by Employee for Good Reason, above $**.** 22,500 At or by reason of death above $**.** 22,500 At or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job above $**.** 22,500 At or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; above $**.** provided, however, that none the **-consecutive trading day period occurs prior to a Termination of Employment (as defined in the Employment Agreement), subject to Section 6(c) below. (b) Upon the lapse of the events described above shall constitute Restrictions in accordance with this Section, the Company shall, as soon as practicable thereafter, deliver to the Executive a certificate (without any restrictive endorsement referring to such Restrictions) for the Shares that are no longer subject to such Restrictions. (c) In the event the Executive’s employment is terminated other than for Cause (as defined in the Employment Agreement) or if the Executive resigns for Good Reason unless and until Employee first notifies (as defined in the Company Employment Agreement) for purposes of determining any lapse of the Restrictions in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence (a) above and the Company fails forfeiture of Shares, if any, under Section 5 and Section 6, the Executive’s employment shall be considered to cure such condition within 30 days after have continued through the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary last day of the Closing Date due to a life altering calendar quarter in which his Termination of Employment occurs. (d) In the event having occurred (e.g., incapacity of a spouse or child)Change in Control during the Employment Term, Employee may request in writing the Restrictions shall immediately lapse on fifty percent (50%) of the Shares then-subject to Restrictions. The Shares that are subject to the Company’s Board lapse of Directors (or its Compensation CommitteeRestrictions pursuant to this Section 6(d) waive shall be taken pro-rata from each tranche of the Repurchase Rightthen-Restricted Shares, and the Company’s Board remaining portion of Directors (or its Compensation Committeeeach tranche shall be subject to the lapse of Restrictions according to Section 6(a) will consider the waiver request in good faithabove, subject to potential accelerated lapsing of Restrictions pursuant to Section 6(e) below.

Lapse of Restrictions. Notwithstanding (a) The Restrictions on the foregoingrespective Restricted Stock Units shall lapse per the schedule immediately below, provided, however, that such corresponding date occurs prior to a Termination of Employment (as defined in Appendix A), but subject to Sections 5(c) and 5(e) below: Date # of RSUs for which Restrictions lapse and which become non-forfeitable (b) Upon the lapse of the Restrictions in accordance with this Section 5, the Repurchase Right Company shall, as soon as practicable thereafter (and Transfer Restriction with respect in any event, within thirty (30) days thereafter), settle the RSUs in shares of Company Common Stock and deliver to the Rollover Shares shall lapse on Executive a certificate (or record as a book entry and deliver evidence of same to the earlier Executive) (without any restrictive endorsement referring to such Restrictions) for the RSUs that are no longer subject to such Restrictions. (ic) second anniversary of In the Closing Date or (ii) date that Employeeevent the Executive’s employment is terminated by the Company other than for Cause (as defined in Appendix A), Disability (as defined in Appendix A) or death, or if the Executive voluntarily resigns for Good Reason (as defined in Appendix A) or retires on or after attaining age 65 with the consent of the Company, then for purposes of determining any lapse of the Restrictions in (a) above and its Affiliates without the forfeiture of Restricted Stock Units, if any, under Section 4 and Section 5, and, provided the Executive complies with the covenants set forth in Section 6, the Executive’s employment shall be considered to continue through the Restriction lapse dates set forth in Section 5(a), with the RSUs to be settled pursuant to Section 5(b) following the Restriction lapse dates set forth in Section 5(a). (d) If, during the 24-month period following a Change in Control (as defined in Appendix A): (i) the Executive is terminated by the Company other than for Cause, by Employee Disability or death, or (ii) the Executive voluntarily resigns for Good Reason, all Restrictions on the respective Restricted Stock Units that have not been previously forfeited under Section 4 as of the date of Termination of Employment shall lapse immediately as of the date of Termination of Employment. (e) In the event the Executive’s employment is terminated due to death or by reason Disability (as defined in Appendix A), all Restrictions on the respective Restricted Stock Units that have not been previously forfeited under Section 4 as of the date of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” Disability shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithlapse immediately.

Lapse of Restrictions. Notwithstanding the foregoing(a) Except as provided in paragraphs (b) and (c) below, the Repurchase Right and Transfer Restriction with respect to Restrictions on the Rollover Restricted Shares granted under this Agreement shall lapse on each of the earlier first through third anniversaries of the Grant Date in accordance with the following schedule so long as the Participant remains continuously employed by the Company or one of its subsidiaries from the Grant Date through each such anniversary date: Percentage of Shares on First Anniversary of Grant Date 33% Second Anniversary of Grant Date 33% Third Anniversary of Grant Date 33% No fractional shares shall be issued as a result of the lapse of the Restrictions hereunder. If, as a result of the lapse of Restrictions a fractional share would be issued, the number of Shares as to which the Restrictions shall lapse shall be rounded to the nearest whole share, and an appropriate adjustment shall be made to the number of remaining Restricted Shares, so that the total number of Shares shall remain unchanged. [INSERT PARTICIPANT'S NAME] (b) Notwithstanding the vesting schedule set forth in Section 6(a), in the event that the Participant's employment with the Company and its subsidiaries terminates as a result of the Participant's death, retirement or Inability to Perform, the Restrictions shall lapse on all of the Restricted Shares (if not already lapsed pursuant to paragraph (a) above) on the later of (i) second anniversary the date of the Closing Date such event, or (ii) date that Employee’s employment is terminated the first anniversary of the Grant Date. The occurrence of the Participant's retirement or Inability to Perform shall be determined by the Company and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes Committee in accordance with the Plan. (c) Notwithstanding any other provision of this Agreement, each upon a Corporate Change, all of “Cause” and “Disability” the Restrictions shall have immediately lapse on all of the same meaning given Restricted Shares (if not already lapsed pursuant to paragraph (a) or (b) above) effective upon such term Corporate Change. (d) Upon lapse of the Restrictions in accordance with this Section 6 prior to an Event of Forfeiture, the Company shall, as soon as practicable thereafter, deliver to the Participant an unrestricted certificate for the Shares with respect to which such Restrictions have lapsed or, as may be the Restricted Stock Unit Award attached hereto as Exhibit 1 granted case, issue appropriate instructions to Employee under the Plan. For purposes of this Agreementtransfer agent if the electronic, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that book-entry method is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithutilized.

Lapse of Restrictions. Notwithstanding the foregoing(a) Except as provided in subsections (b), (c) and (d) below, the Repurchase Right and Transfer Restriction with respect to Restrictions on the Rollover Shares Restricted Performance Stock granted under this Agreement shall lapse (also referred to in this Section 6 as “Vest”) on the earlier third anniversary of the effective date of this Agreement (“Date of Grant”) based on (i) second achieving absolute stock price hurdles as set forth below within the three-year period from the Date of Grant, and (ii) continued employment through the performance period of three years from the Date of Grant, in accordance with the following schedule: Should none of the above absolute stock price hurdles be met during the three-year period from the Date of Grant no Shares would Vest. Once the absolute stock price hurdle is achieved, it will be considered to have met the absolute stock price hurdle, regardless of the stock price on the third anniversary of the Closing Date or (ii) date that Employee’s employment is terminated by of Grant. The Restricted Performance Stock would be considered to have met the absolute stock price hurdle if the average closing stock price of the Company is at or above the absolute stock price hurdle for a period of ninety (90) consecutive trading days. If the Shares would be considered to have met the absolute stock price hurdle, they will only Vest on the third anniversary of Date of Grant (and its Affiliates without Causedelivered as soon as administratively possible thereafter), by Employee for Good Reasonsubject to the Participant’s continued employment through the performance period of three years from the Date of Grant. For the avoidance of doubt, no Shares will Vest or by reason be delivered prior to the third anniversary of the Date of Grant regardless of performance except as otherwise indicated below. (b) In the event that a Participant's employment with the Company terminates as a result of his death or Disability, if applicablea portion of the Restricted Performance Stock would Vest based on actual performance (absolute stock price hurdles) achieved up until the date of such termination. Any Shares not having met the absolute stock price hurdles would be forfeited. For purposes example, should the Participant’s employment terminate as a result of his death or Disability following the achievement of the $50 absolute stock price hurdle (but prior to achieving any higher absolute stock price hurdles), he (or his estate) would receive 298,000 Shares and would forfeit 212,000 Shares that did not meet the absolute stock price hurdles. The terms and conditions provided in this AgreementSection 6(b), each shall supersede any conflicting provisions governing awards of “restricted stock provided in Section 7(e) under the 2016 Plan. (c) In the event the Participant terminates employment with the Company for Good Reason in connection with a Change of Control, a portion of the Restricted Performance Stock would Vest based on actual performance (absolute stock price hurdles) achieved up until the date of such termination. Any Shares not having met the absolute stock price hurdles would be forfeited. For example, should the Participant’s employment terminate as a result of his death or Disability following the achievement of the $50 absolute stock price hurdle (but prior to achieving any higher absolute stock price hurdles), he (or his estate) would receive 298,000 Shares and would forfeit 212,000 Shares that did not meet the absolute stock price hurdles. The terms and conditions provided in this Section 6(c), shall supersede any conflicting provisions governing awards of restricted stock provided in Section 7(f) under the 2016 Plan. (d) In the event that the Company terminates the Participant’s employment without Cause” , a portion of the Restricted Performance Stock would Vest based on actual performance (absolute stock price hurdles) achieved up until the date of such termination. Any Shares not having met the absolute stock price hurdles would be forfeited. For example, should the Participant’s employment terminate as a result of his death or Disability following the achievement of the $50 absolute stock price hurdle (but prior to achieving any higher absolute stock price hurdles), he (or his estate) would receive 298,000 Shares and “Disability” shall have would forfeit 212,000 Shares that did not meet the same meaning given such term absolute stock price hurdles. Upon lapse of the Restrictions in accordance with this Section 6, the Company shall, as soon as practicable thereafter, deliver to the Participant, or to the Participant's personal representative, an unrestricted certificate for the Shares with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithRestrictions have lapsed.

Lapse of Restrictions. Notwithstanding The Participant accepts the foregoingaward under this Agreement (“Award”) and agrees that the restrictions relative to such Award shall lapse only following the conclusion of the Performance Period and only to the extent that there are Dividend Related Earnings certified by the Committee. If there are no Dividend Related Earnings, the Repurchase Right Units and Transfer Restriction with respect related Dividend Equivalents shall be forfeited. The actual number of Units that vest after achieving Dividend Related Earnings during the Performance Period may be reduced by the Committee in its sole and absolute discretion based on such factors as the Committee determines to be appropriate and/or advisable including, without limitation, the Company's achievement relative to the Rollover Shares shall lapse metrics set forth in Appendix A to this Agreement for the Performance Period (“Performance Metrics Formula”). It is the intention of the Committee that the Committee will exercise its discretion to reduce the number of Units that will vest based on the earlier Performance Metrics Formula, provided that the (i) second anniversary Committee reserves the right to deviate from the Performance Metrics Formula and may reduce the number of Units that will vest based on such other factors as the Closing Date or (ii) date that Employee’s employment is terminated by the Company Committee in its sole and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect absolute discretion determines to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company businessappropriate and/or advisable; provided, however, that none it is the intention of the events described above Committee that it will deviate from the Performance Metrics Formula only in extreme and unusual circumstances. Any Dividend Equivalents that the Committee certifies are earned relative to the Units will be paid to the Participant in no event later than March 15 of the calendar year following the end of the Vesting Date. Any Shares underlying the Units that the Committee certifies are earned will be issued and delivered to the Participant in no event later than March 15 of the calendar year following the Vesting Date. Notwithstanding the foregoing, (A) In the event of a Change in Control, [target # of units] of the Units and related Dividend Equivalents shall constitute Good Reason unless be deemed earned and until Employee first notifies prorated based on the Company number of months in writing describing the Performance Period to the date of the Change in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence Control, and the Company fails shares relative to cure such condition Units shall be issued and related Dividend Equivalents payable within 30 days after following such Change in Control if: (i) the Company’s receipt of such written notice. If Employee terminates employment Award has not otherwise been forfeited and (ii) the successor or surviving corporation (or Employee contemplates terminating employmentparent thereof) before does not assume this Award or replace it with a comparable award, provided further that if the second anniversary Award is assumed or replaced, such assumed or replaced Award shall provide that the restrictions shall lapse if Participant is involuntarily terminated without Cause within 24 months of the Closing Date Change in Control (a “Change in Control Termination”); (B) If a Participant leaves the employment of the Company and its subsidiaries due to death, disability or retirement (including early retirement and disability retirement) prior to the end of the Performance Period, the Participant will be eligible to earn a life altering event having occurred prorated Award (e.g., incapacity of a spouse or childincluding Dividend Equivalents), Employee as the Administrator in its sole discretion may request determine, based on the number of full months as a Participant during the Performance Period and will be eligible to receive the Shares (and related Dividend Equivalents) to the extent certified by the Committee as provided in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithSection 5 above.

Lapse of Restrictions. Notwithstanding (a) The Restrictions on the foregoingrespective Performance Share Units shall lapse per the schedules immediately below, provided, however, that Executive remains an employee of the Company as of the last day of the Performance Period, subject to Sections 5(c), 5(e) and 5(f) below: X>120% 200% The Initial Percentage of PSUs for which the Restrictions may lapse as set forth above shall then be modified as follows to determine the final percentage of PSUs for which the Restrictions shall lapse and that will be settled in shares of Company Common Stock pursuant to Section 5(b): Relative TSR (Y) MeasuredAgainst the Xxxxxxx 2000 Index Final Percentage of PSUs for which Restrictions lapse and which become non-forfeitable (the “Final Percentage”) Y<25th Percentile 75% of Initial Percentage 25th Percentile<Y<75th Percentile 100% of Initial Percentage Y>75th Percentile 125% of Initial Percentage (b) Unless otherwise provided in Section 5(e), within ninety (90) days following the end of the Performance Period, the Repurchase Right Company shall settle the Final Percentage of PSUs (or, as applicable pursuant to Section 5(d), the Restricted Stock Units) in shares of Company Common Stock and Transfer Restriction with respect deliver to the Rollover Shares shall lapse on Executive a certificate (or record as a book entry and deliver evidence of same to the earlier Executive) (without any restrictive endorsement referring to such Restrictions) for such PSUs (or, as applicable pursuant to Section 5(d), the Restricted Stock Units) for which the Restrictions lapsed and which became non-forfeitable pursuant to Section 5. (ic) second anniversary of In the Closing Date or (ii) date that Employeeevent the Executive’s employment is terminated by the Company and its Affiliates without Causeother than for Cause (as defined in Appendix A), by Employee Disability (as defined in Appendix A) or death, or if the Executive voluntarily resigns for Good ReasonReason (as defined in Appendix A) or retires on or after attaining age 65 with the consent of the Company, or by reason of death or Disability, if applicable. For then for purposes of this Agreementdetermining any lapse of the Restrictions in (a) above and the forfeiture of Performance Share Units (or, each of “Cause” and “Disability” shall have the same meaning given such term with respect as applicable pursuant to Section 5(d), the Restricted Stock Unit Award attached hereto Units), if any, under Section 4 and Section 5, and, provided the Executive complies with the covenants set forth in Section 6 (unless the provisions of Section 5(e) provide otherwise), the Executive shall be entitled to a pro rata percentage of the Final Percentage of PSUs determined under Section 5(a) based on the period of time elapsed between the commencement of the Performance Period and the Executive’s date of Termination of Employment (or, as Exhibit 1 granted applicable pursuant to Employee under Section 5(d), the Plan. For purposes Restricted Stock Units), with such pro rata percentage of this AgreementPSUs (or, “Good Reason” shall mean Employee’s “separation from service” as applicable pursuant to Section 5(d), the Restricted Stock Units) to be settled in shares of Company Common Stock at the same time and in the same manner as set forth in Section 5(b). (within d) In the meaning provided event of a Change in Treasury Regulation §1.409A-1(h)(1Control (as defined in Appendix A) during the Performance Period, the Performance Share Units (or, as applicable, the pro rata percentage of PSUs determined pursuant to Section 5(c) or Section 5(f)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees shall be converted into Restricted Stock Units based on Company performance as of the Company generally; date of the Change in Control and as calculated using actual results for completed quarters and TSR, as applicable, pursuant to the schedules set forth in Section 5(a). Upon conversion into Restricted Stock Units, the Performance Share Units (or, as applicable the pro rata percentage of PSUs determined pursuant to Section 5(c) or (cSection 5(f)) shall cease to exist and shall thereafter be null and void. The Restricted Stock Units that resulted from the requirement conversion shall be subject to the same adjustment provision set forth in Section 2, the same Restrictions set forth in Section 3, the same forfeiture provisions set forth in Section 4 and the same withholding and recoupment requirements set forth in Section 7 that Employee be based more than 75 miles from Employee’s then current work locationapplied to the Performance Share Units prior to their conversion into Restricted Stock Units pursuant to this Section 5(d). The Restrictions on the Restricted Stock Units shall lapse on the last day of the Performance Period, except for required travel on Company business; provided, however, that none such date occurs prior to a Termination of Employment (as defined in Appendix A), but subject to Sections 5(c), 5(e) and 5(f). (e) If, during the 24-month period following a Change in Control (as defined in Appendix A): (i) the Executive is terminated by the Company other than for Cause, Disability or death, or (ii) the Executive voluntarily resigns for Good Reason, all Restrictions on the respective Restrictive Stock Units that have not been previously forfeited under Section 4 as of the events described above date of Termination of Employment shall constitute Good Reason unless and until Employee first notifies lapse immediately as of the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days date of its occurrence Termination of Employment and the Company fails shall within thirty (30) days thereafter settle the Restricted Stock Units in shares of Company Common Stock and deliver to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment Executive a certificate (or Employee contemplates terminating employmentrecord as a book entry and deliver evidence of same to the Executive) before (without any restrictive endorsement referring to such Restrictions) for such Restricted Stock Units for which the second anniversary Restrictions lapsed and which became non-forfeitable pursuant to Section 5. (f) In the event the Executive’s employment is terminated due to death or Disability (as defined in Appendix A), the Executive shall be entitled to a pro rata percentage of the Closing Date Final Percentage of PSUs determined under Section 5(a) based on the period of time elapsed between the commencement of the Performance Period and the Executive’s date of Termination of Employment due to a life altering event having occurred death or Disability (e.g.or, incapacity of a spouse or childas applicable pursuant to Section 5(d), Employee may request the Restricted Stock Units), with such pro rata percentage of PSUs (or, as applicable pursuant to Section 5(d), the Restricted Stock Units) to be settled in writing that shares of Company Common Stock at the Company’s Board of Directors (or its Compensation Committee) waive same time and in the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request same manner as set forth in good faithSection 5(b).

Lapse of Restrictions. Notwithstanding the foregoing(a) Except as provided in subsection (b) below, the Repurchase Right and Transfer Restriction Restrictions on the Restricted Shares granted under this Agreement shall lapse with respect to: (i) [# OF TIME-VESTING RESTRICTED SHARES] of the Restricted Shares ratably on each of the first through fifth anniversaries of the date of this Agreement (the “Time-Vesting Shares”) in accordance with the following schedule: Number of Shares on [DATE] [20% of TIME VESTING SHARES]; and (ii) [# OF PERFORMANCE-VESTING RESTRICTED SHARES] of the Restricted Shares subject to the Rollover Fair Market Value of the Common Stock being maintained for a period of at least twenty (20) consecutive trading days (the “Performance-Vesting Shares”) in accordance with the following schedule: Number of Shares on While the immediately preceding stock price conditions may be satisfied at any time following the date of this agreement, the actual date the Restrictions lapse shall not occur before the date that is the one year anniversary of the date of this Agreement. Regular cash dividends on unvested Performance-Vesting Shares will not be paid out at the time such dividends are paid on regular shares of Common Stock or Time-Vesting Shares and instead will be accumulated and paid out at the time the Restrictions on the Performance-Vesting Shares lapse based on the actual number of Performance-Vested Shares for which such Restrictions lapse. In the event unvested Performance-Vesting Shares are forfeited, then the corresponding accumulated dividends will also be forfeited. (b) In the event that a Participant’s employment with the Company and its subsidiaries terminates as a result of his or her death, Retirement or Permanent Disability, the Restrictions shall lapse on the earlier Restricted Shares (if not already lapsed pursuant to subsection (a) above) on the later of (i) second anniversary the date of the Closing Date such event, or (ii) the first anniversary of the date that Employee’s employment is terminated by the Company and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement. (c) Upon lapse of the Restrictions in accordance with this Section, each of “Cause” and “Disability” shall have the same meaning given such term Company shall, as soon as practicable thereafter, deliver to the Participant an unrestricted certificate for the Shares with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithRestrictions have lapsed.

Lapse of Restrictions. Notwithstanding (a) On the foregoing, the Repurchase Right and Transfer Restriction with respect to the Rollover Shares shall lapse on the earlier the (i) second first anniversary of the Closing Issue Date (the “Vesting Date”), the restrictions set forth in Section 2 above shall lapse, and the Restricted Shares shall become fully vested and nonforfeitable (unless earlier forfeited in accordance with Section 4 hereof). (b) Reasonably promptly after the Vesting Date, the Company shall cause to be delivered to Grantee a stock certificate, free of restrictive legend, for the number of shares of Common Stock that Grantee is entitled to under this Agreement. Notwithstanding any other provision of this Agreement, unless Grantee has previously delivered to the Company a timely filed election under Section 83(b) of the Internal Revenue Code, or (ii) date that Employee’s employment is terminated on or prior to the Vesting Date, makes arrangements with the Company to remit cash payment or shares of Common Stock already owned by the Grantee to satisfy the minimum required federal, state and local withholding taxes due from Grantee on the Vesting Date, the Company shall withhold from delivery the number of shares of Common Stock having a Fair Market Value as of the Vesting Date equal to the amount of tax required to be withheld. (c) Notwithstanding the provisions of Section 3(a) above, in the event of a Change in Control, as hereinafter defined, of the Company, all Restricted Shares shall become immediately vested and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicablenonforfeitable. For purposes of this Agreement, each of a “Cause” and “DisabilityChange in Control” shall be deemed to occur: (i) upon the approval by the Board of Directors of the Company (or if approval of the Board is not required as a matter of law, the stockholders of the Company) of (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving entity or pursuant to which the Common Stock would be converted into cash, securities or other property other than a merger in which the holders of the Common Stock immediately prior to the merger will have the same meaning given such term with respect to proportionate ownership of the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under shares of the Plan. For purposes surviving entity immediately after the merger, (B) any sale, lease, exchange, or other transfer (in one transaction or a series of this Agreementrelated transactions) of all or substantially all the assets of the Company, or (C) adoption of any plan or proposal for the liquidation or dissolution of the Company; or (ii) when any “Good Reason” shall mean Employee’s “separation from serviceperson” (within as defined in Section 13(d) of the meaning provided in Treasury Regulation §1.409A-1(h)(1Exchange Act)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part the Company or any Subsidiary or employee benefit plan or trust maintained by the Company, shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of a general salary reduction affecting executives and employees more than 40% of the Company generallyCommon Stock outstanding at the time, without the prior approval of the Board; or (ciii) at any time during a period of two consecutive years, individuals who at the requirement that Employee be based more than 75 miles from Employee’s then current work locationbeginning of such period constituted the Board shall cease for any reason to constitute at least a majority thereof, except unless the election or the nomination for required travel on Company business; provided, however, that none election by the shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the events described above shall constitute Good Reason unless and until Employee first notifies directors then still in office who were directors at the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt beginning of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithtwo-year period.

Lapse of Restrictions. Notwithstanding (a) The Restrictions shall lapse as follows: (i) On the foregoingdate hereof, the Repurchase Right and Transfer Restriction Restrictions shall have lapsed with respect to the Rollover Shares shall lapse on the earlier the six hundred thousand (i600,000) second anniversary of the Closing Date or Covered Shares; (ii) date On each of December 31, 2014, 2015, 2016, 2017 and 2018, the Restrictions shall lapse with respect to an additional six hundred thousand (600,000) Covered Shares; (iii) upon your death or Disability (as defined in the Employment Agreement), the Restrictions shall lapse with respect to all Covered Shares; (iv) upon your resignation from the Company for Good Reason, or termination of your employment by the Company without Cause, the Restrictions shall lapse with respect to all Covered Shares; (v) upon a Change of Control (as defined in the Employment Agreement), the Restrictions shall lapse with respect to all Covered Shares; and (vi) upon the termination of your employment by the Company for Cause, then the Restrictions shall lapse with respect to a Pro Rata Portion (as defined below) of the Covered Shares (in addition to any Covered Shares with respect to which the Restrictions have already lapsed at such Date of Termination (as defined in the Employment Agreement)) (and such Covered Shares shall not be subject to repurchase by the Company under Section 4(b) hereof in connection with such termination for Cause). As used herein, the term “Pro Rata Portion” shall mean a percentage of the Covered Shares with respect to which Restrictions are scheduled to lapse on December 31 of the calendar year in which the Date of Termination shall occur that Employee’s is represented by the portion of such calendar year that has elapsed as of the Date of Termination. By way of example, if the your employment is terminated by the Company for Cause on June 30, 2015, Restrictions with respect to one half of the six hundred thousand (600,000) Covered Shares that were scheduled to lapse on December 31, 2015 shall lapse as of such termination and its Affiliates without Causethe remainder of the Covered Shares shall be subject to the Company’s repurchase right. (b) To the extent the Restrictions shall have lapsed under this paragraph 5 with respect to any portion of the Covered Shares, by Employee for Good Reason, or by reason those shares (“Vested Shares”) will be free of death or Disability, if applicable. For purposes the terms and conditions of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faith.

Lapse of Restrictions. Notwithstanding the foregoing, the Repurchase Right and Transfer Restriction with respect Subject to the Rollover Shares terms and conditions set forth herein, your Restricted Stock Units shall lapse become fully vested on the earlier the (i[ ] [subject to achievement of one or more pre-established performance condition(s) second anniversary of the Closing Date or (ii) date that Employee’s employment is terminated permitted by the Company and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto Plan] so long as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees you remain an employee of the Company generally; through such date and shall be payable as soon as practicable [after such date] [[or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company businessalternatively] following a period of [insert period] after such date]; provided, however, that none if your employment terminates as a result of your [Retirement (as defined below [and provided the performance condition(s) is (are) met]),] Total Disability (as defined below), or death, then you, or in the event of your death, your legal representative (or any person to whom the Restricted Stock Units may be transferred by will or the applicable laws of descent and distribution), shall be vested as of the events described above date of such employment termination with a portion of the Restricted Stock Units which is in proportion to your active service during the period commencing on the Grant Date and ending on [ ] and such vested portion of Restricted Stock Units shall constitute Good Reason be paid as soon as practicable after such accelerated vesting date (except as provided in Section 9)[; and provided further, however, that with respect to Restricted Stock Units that are not subject to section 409A of the Internal Revenue Code of 1986 as amended (the “Code”), if you become eligible for Retirement (as defined below) during the vesting period, then with respect to each calendar year during the vesting period after you become eligible for Retirement, the portion of Restricted Stock Units that would have vested had you retired on the last day of such calendar year shall vest as of such day and shall be paid to you within two and one-half months following the end of such calendar year, solely to the extent that nonpayment would cause the Restricted Stock Units to be subject to section 409A of the Code.] Notwithstanding anything herein to the contrary (except as provided in Section 16 hereof), unless and until Employee first notifies otherwise determined by the Committee, no Restricted Stock Units shall become vested after the date your employment with the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faithterminates.