Common use of Restriction Period and Vesting Clause in Contracts

Restriction Period and Vesting. (a) The Units shall vest and the restrictions shall lapse as follows: (i) 25% of the Units shall vest and restrictions shall lapse on each anniversary of the grant date (the “Vesting Dates”) until the Units are fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Period. (c) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, or Retirement, the Units that are then unvested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d) In the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% with respect to one-third of the Units shall vest and restrictions shall lapse number of restricted stock units subject to the Award on each anniversary February ___, 2019, an additional one-third of the grant date (number of restricted stock units subject to the “Vesting Dates”) until Award on February ___, 2020, and the Units are fully vestedremaining one-third of the number of restricted stock units subject to the Award on February __, 2021, or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of Retirement during the Restriction Period, the Holder’s employment Award shall be settled in accordance with the Company terminates vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after Award, if any, which has not yet been settled as of the date of such termination death shall become fully payable as if the Holder’s employment with the Company continued until the end of the Restriction Perioddate of death. (c) IfUpon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. (d) If the Employee’s employment by the Company terminates prior to the end of the Restriction PeriodPeriod and prior to any of the events described in this Section 2, then the Holder’s employment with portion of the Company terminates for any reason other than death or DisabilityAward, or Retirementif any, the Units that are then unvested which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined in the Plan, the Units Award shall immediately vest in full and the restrictions shall lapse become payable, except as otherwise provided in the last sentence of Section 6.8 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the Plancorporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; providedand/or (ii) require the Award, howeverin whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead and shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% of with respect to [INSERT NUMBER OF UNITS] restricted stock units subject to the Units shall vest Award on _______, ____, an additional [INSERT NUMBER OF UNITS] restricted stock units subject to the Award on _______, ____, and restrictions shall lapse the remaining [INSERT NUMBER OF UNITS] restricted stock units subject to the Award on each anniversary of the grant date (the “Vesting Dates”) until the Units are fully vested_______, ____, or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disabilityretirement, the Units that are then unvested Award shall continue to vest in fullaccordance with Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, and restrictions shall lapsehowever, that if the Employee dies after such Employee’s termination of employment by reason of retirement, the portion of the Award, if any, which is not vested as of the date of such termination. If, after twelve months of service have been rendered and prior to the end death shall become fully vested as of the Restriction Perioddate of death. For purposes of this Agreement, the Holder’s “retirement” shall mean termination of employment, other than for permanent disability or death, either (i) at or after age 55 after a minimum of ten years of employment with the Company terminates or (ii) at or after age 65. For purposes of this Section 2(b) only, employment with an entity or business acquired by reason of Retirement, the portion of the Award that is then unvested Company shall continue be deemed to vest after the date of such termination as if the Holder’s be employment with the Company continued until the end of the Restriction PeriodCompany. (c) IfUpon the Employee’s permanent disability or death, prior to the end Award shall become fully vested as of the Restriction Perioddate of the Employee’s permanent disability or death, as the Holdercase may be. For purposes of this Agreement, “permanent disability” shall mean that the Employee either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, is receiving income replacement benefits for a period of not less than six (6) months under an accident and health plan covering employees of the Employee’s employer. (d) If the Employee’s employment with by the Company terminates for any reason other than death retirement, permanent disability or Disability, or Retirementdeath, the Units that are then unvested portion of the Award, if any, which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, the Award shall immediately vest in full, except as defined otherwise provided in the last sentence of Section 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Units shall immediately vest Board of Directors (as constituted prior to such Change in full and Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the restrictions shall lapse corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as provided defined in Section 6.8 3) issuable pursuant to the Award, as determined by the Board of Directors; and/or (ii) require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan; providedPlan in respect of any transaction that gives rise to such Change in Control), howeverby the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), that in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall vest and be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

Restriction Period and Vesting. (a) The Units shall vest and the restrictions shall lapse as follows: (i) 25% of the Units shall vest and restrictions shall lapse on each anniversary of the grant date (the “Vesting Dates”) until the Units are award is fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Period. (c) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, or Retirement, the Units that are then unvested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d) In the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.

Restriction Period and Vesting. (a) The Units Subject to Sections 2(b), (c) and (d), the Award shall vest and in its entirety on the restrictions shall lapse as follows: (i) 25% day immediately preceding the date of the Units shall vest and restrictions shall lapse on each anniversary Company’s 2019 annual meeting of the grant date stockholders (the “Vesting DatesDate”) ), provided that the Director continues service as a director of the Company until the Units are fully vestedVesting Date (the period until the Award vests, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (and during which restrictions apply, the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, If the Director ceases to be a director of the Company prior to the end of the Restriction Period, the Holder’s employment with the Company terminates Vesting Date by reason of death permanent disability or Disabilitydeath, the Units that are then unvested Award shall vest in full, and restrictions shall lapse, become fully vested as of the date of such terminationthe Director’s permanent disability or death, as the case may be. IfFor purposes of this Agreement, after twelve months of service have been rendered and prior to “permanent disability” shall mean the end inability of the Restriction Period, the Holder’s employment with the Company terminates Director to engage in any substantial gainful activity by reason of Retirementany medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined by the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction PeriodCommittee. (c) If, If the Director ceases to be a director of the Company prior to the end of the Restriction Period, the Holder’s employment with the Company terminates Vesting Date for any reason other than death permanent disability or Disability, or Retirementdeath, the Units that are then unvested as of the effective date of the Holder’s termination of employment Award shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined the Award shall immediately vest in full. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Units shall immediately vest Board of Directors (as constituted prior to such Change in full and the restrictions shall lapse as provided Control) may, in Section 6.8 of the Plan; provided, however, that in the event that its discretion (subject to existing contractual arrangements): (i) the Units constitute the payment require that shares of nonqualified deferred compensation within the meaning of Section 409A stock of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; and/or (ii) require the Award, in whole or in part, to be surrendered to the Company by the Director and to be immediately cancelled by the Company, and provide for the Director to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but instead shall vest and be payable after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. (3) The Company may, but is not required to, cooperate with the Director to assure that any substitution or cash payment to the Director in accordance with the vesting schedule set forth foregoing is made in clause (i) compliance with Section 16 of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereofthe Exchange Act and the rules and regulations thereunder.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% in one-third increments on each of the Units shall vest first, second and restrictions shall lapse on each anniversary third year anniversaries of the grant date (the “Vesting Dates”) until the Units are fully vested, Grant Date or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of Retirement during the Restriction Period, the Holder’s employment Award shall be settled in accordance with the Company terminates vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after Award, if any, which has not yet been settled as of the date of such termination death shall become fully payable as if the Holder’s employment with the Company continued until the end of the Restriction Perioddate of death. (c) IfUpon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. (d) If the Employee’s employment by the Company terminates prior to the end of the Restriction PeriodPeriod and prior to any of the events described in this Section 2, then the Holder’s employment with portion of the Company terminates for any reason other than death or DisabilityAward, or Retirementif any, the Units that are then unvested which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined in the Plan, the Units Award shall immediately vest in full and the restrictions shall lapse become payable, except as otherwise provided in the last sentence of Section 6.8 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the Plancorporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; providedand/or (ii) require the Award, howeverin whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead and shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

Restriction Period and Vesting. (a) The Units Subject to Sections 2(b), (c) and (d), the Award shall vest and in its entirety on the restrictions shall lapse as follows: (i) 25% day immediately preceding the date of the Units shall vest and restrictions shall lapse on each anniversary Company’s 2017 annual meeting of the grant date stockholders (the “Vesting DatesDate”) ), provided that the Director continues service as a director of the Company until the Units are fully vestedVesting Date (the period until the Award vests, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (and during which restrictions apply, the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, If the Director ceases to be a director of the Company prior to the end of the Restriction Period, the Holder’s employment with the Company terminates Vesting Date by reason of death permanent disability or Disabilitydeath, the Units that are then unvested Award shall vest in full, and restrictions shall lapse, become fully vested as of the date of such terminationthe Director’s permanent disability or death, as the case may be. IfFor purposes of this Agreement, after twelve months of service have been rendered and prior to “permanent disability” shall mean the end inability of the Restriction Period, the Holder’s employment with the Company terminates Director to engage in any substantial gainful activity by reason of Retirementany medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined by the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction PeriodCommittee. (c) If, If the Director ceases to be a director of the Company prior to the end of the Restriction Period, the Holder’s employment with the Company terminates Vesting Date for any reason other than death permanent disability or Disability, or Retirementdeath, the Units that are then unvested as of the effective date of the Holder’s termination of employment Award shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined the Award shall immediately vest in full. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Units shall immediately vest Board of Directors (as constituted prior to such Change in full and the restrictions shall lapse as provided Control) may, in Section 6.8 of the Plan; provided, however, that in the event that its discretion (subject to existing contractual arrangements): (i) the Units constitute the payment require that shares of nonqualified deferred compensation within the meaning of Section 409A stock of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; and/or (ii) require the Award, in whole or in part, to be surrendered to the Company by the Director and to be immediately cancelled by the Company, and provide for the Director to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but instead shall vest and be payable after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. (3) The Company may, but is not required to, cooperate with the Director to assure that any substitution or cash payment to the Director in accordance with the vesting schedule set forth foregoing is made in clause (i) compliance with Section 16 of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereofthe Exchange Act and the rules and regulations thereunder.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% with respect to [insert number] number of restricted stock units subject to the Award on each of the Units shall vest and restrictions shall lapse on each anniversary [insert year] the anniversaries of the grant date (the “Vesting Dates”) until the Units are fully vested, Grant Date or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of Retirement during the Restriction Period, the Holder’s employment Award shall be settled in accordance with the Company terminates vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after Award, if any, which has not yet been settled as of the date of such termination death shall become fully payable as if the Holder’s employment with the Company continued until the end of the Restriction Perioddate of death. (c) IfUpon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. (d) If the Employee’s employment by the Company terminates prior to the end of the Restriction PeriodPeriod and prior to any of the events described in this Section 2, then the Holder’s employment with portion of the Company terminates for any reason other than death or DisabilityAward, or Retirementif any, the Units that are then unvested which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined in the Plan, the Units Award shall immediately vest in full and the restrictions shall lapse become payable, except as otherwise provided in the last sentence of Section 6.8 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the Plancorporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; providedand/or (ii) require the Award, howeverin whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead and shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (1) with respect to 91,956 Restricted Stock Units on November 1, 2007; (2) with respect to 91,956 Restricted Stock Units on November 1, 2009; (3) with respect to 183,914 Restricted Stock Units on (i) 25% the termination of the Units shall vest Holder's employment with the Company on or after May 6, 2012 for any reason other than for Cause (as defined in the Employment Agreement between the Holder and restrictions shall lapse on each anniversary the Company of the grant even date herewith (the “Vesting Dates”"Employment Agreement")) until and (ii) the Units are fully vestedHolder's delivery to the Board after May 6, 2009 and prior to May 6, 2010 of a CEO succession plan that is approved by the Board (which approval shall not be unreasonably withheld), or (ii4) earlier pursuant to this Agreement Section 2(b) or in accordance with 2(c) hereof or Section 6.8 5.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiturePlan. (b) If, prior to the end of the Restriction Period, If the Holder’s 's employment with by the Company terminates by reason of death Disability or Disabilitydeath, the all Restricted Stock Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Period. (c) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death be or Disability, or Retirement, the Units that are then unvested become fully vested as of the effective date of the Holder’s 's termination of employment or the date of death, as the case may be. (c) If the Holder's employment by the Company is terminated prior to May 6, 2012 (1) by the Company for any reason other than for Disability or Cause (as defined in the Employment Agreement) or (2) by the Holder for Good Reason (as defined in the Employment Agreement), the number of Restricted Stock Units that shall be or become fully vested as of the effective date of the Holder's termination of employment shall equal 367,826 multiplied by a fraction, the numerator of which is the number of full and partial completed calendar months from and including the Grant Date through and including the effective date of the Holder's termination of employment and the denominator of which is 91. (d) Subject to Section 2(a), if the Holder's employment by the Company is terminated (1) by the Holder for any reason other than Good Reason, (2) for any reason other than Disability or death, or (3) by the Company for Cause, the portion of the Award which is not vested as of the effective date of the Holder's termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d) In the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% with respect to [Insert Number] number of restricted stock units subject to the Award on each of the Units shall vest and restrictions shall lapse on each anniversary [Insert Year] anniversaries of the grant date (the “Vesting Dates”) until the Units are fully vested, Grant Date or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of Retirement during the Restriction Period, the Holder’s employment Award shall be settled in accordance with the Company terminates vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after Award, if any, which has not yet been settled as of the date of such termination death shall become fully payable as if the Holder’s employment with the Company continued until the end of the Restriction Perioddate of death. (c) IfUpon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. (d) If the Employee’s employment by the Company terminates prior to the end of the Restriction PeriodPeriod and prior to any of the events described in this Section 2, then the Holder’s employment with portion of the Company terminates for any reason other than death or DisabilityAward, or Retirementif any, the Units that are then unvested which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined in the Plan, the Units Award shall immediately vest in full and the restrictions shall lapse become payable, except as otherwise provided in the last sentence of Section 6.8 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the Plancorporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; providedand/or (ii) require the Award, howeverin whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead and shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% in [insert number] increments on each of the Units shall vest and restrictions shall lapse on each anniversary [insert year[s]] anniversaries of the grant date (the “Vesting Dates”) until the Units are fully vested, Grant Date or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, Shares underlying Awards vested less than 2 years after the term “vest” Grant Date shall mean no longer be subject to a substantial risk sale restriction until the second anniversary of forfeiturethe Grant Date. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of Retirement during the Restriction Period, the Holder’s employment Award shall be settled in accordance with the Company terminates vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after Award, if any, which has not yet been settled as of the date of such termination death shall become fully payable as if the Holder’s employment with the Company continued until the end of the Restriction Perioddate of death. (c) IfUpon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. (d) If the Employee’s employment by the Company terminates prior to the end of the Restriction PeriodPeriod and prior to any of the events described in this Section 2, then the Holder’s employment with portion of the Company terminates for any reason other than death or DisabilityAward, or Retirementif any, the Units that are then unvested which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined in the Plan, the Units Award shall immediately vest in full and the restrictions shall lapse become payable, except as otherwise provided in the last sentence of Section 6.8 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the Plancorporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; providedand/or (ii) require the Award, howeverin whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead and shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

Restriction Period and Vesting. (a) The Units Subject to Section 2(e), the Award shall vest and the restrictions shall lapse as follows: (i) 25% with respect to ###PERCENTAGE### of the Units shall vest and restrictions shall lapse restricted stock units subject to the Award on each anniversary the ###TIME_PERIOD### of the grant date (Grant Date, an additional ###PERCENTAGE### of the “Vesting Dates”) until restricted stock units subject to the Units are fully vestedAward on the ###TIME_PERIOD### of the Grant Date, an additional ###PERCENTAGE### of the restricted stock units subject to the Award on the ###TIME_PERIOD### of the Grant Date, and an additional ###PERCENTAGE### of the restricted stock units subject to the Award on the ###TIME_PERIOD### of the Grant Date or (ii) earlier pursuant to this Agreement Section 2(b) or in accordance with Section 6.8 of the Plan (d) hereof (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) IfSubject to Section 2(e), prior to the end of the Restriction Period, the Holder’s employment with if the Company terminates the Employee’s employment by reason of death permanent disability or Disabilitythe Employee’s employment terminates due to death, the Units that are then unvested Award shall vest in full, and restrictions shall lapse, become fully vested as of the effective date of such termination. If, after twelve months the Employee’s termination of service have been rendered and prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after or the date of such termination death, as if the Holder’s employment with case may be. For purposes of this Agreement, “permanent disability” shall mean the inability of the Employee to substantially perform his or her duties for a continuous period of at least six months as determined by the Compensation Committee of the Board of Directors of the Company continued until (the end of the Restriction Period“Committee”). (c) IfSubject to Section 2(e), prior to if the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates for any reason other than death permanent disability or Disability, or Retirementdeath, the Units that are then unvested portion of the Award, if any, which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, Control (as defined in Appendix A) and the PlanEmployee’s involuntary termination of employment within ###TIME_PERIOD### after a Change in Control, the Units Award shall immediately vest in full and full. (2) In the restrictions shall lapse as provided event of a Change in Section 6.8 Control pursuant to paragraph (3) or (4) of Appendix A, the Board of Directors of the Plan; providedCompany (the “Board”) (as constituted prior to such Change in Control) may, however, that in the event that its discretion (subject to existing contractual arrangements): (i) the Units constitute the payment require that shares of nonqualified deferred compensation within the meaning of Section 409A stock of the Internal Revenue Code corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of 1986the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board; and/or (ii) require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 5(d) of the Plan in respect of any transaction that gives rise to such Change in Control) by the highest per share price offered to holders of shares of the Company’s common stock, no par value per share (the “Common Stock”), in any transaction whereby the Change in Control takes place. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “CodeExchange Act”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder. (e) The vesting schedule set forth terms in clause (i) any written employment agreement between the Company or any Affiliate of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereofthe Company and the Employee shall prevail over the terms of this Agreement.

Restriction Period and Vesting. (a) The Units shall vest and the restrictions shall lapse as followson: (i) 25% of the Units shall vest and restrictions shall lapse on each third anniversary of the grant date (the “Vesting Dates”) until the Units are fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Period. (c) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, or Retirement, the Units that are then unvested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d) In the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% with respect to [Insert Number] number of restricted stock units subject to the Award on each of the Units shall vest and restrictions shall lapse on each anniversary [Insert Year] anniversaries of the grant date (the “Vesting Dates”) until the Units are fully vested, Grant Date or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of Retirement during the Restriction Period, the Holder’s employment Award shall be settled in accordance with the Company terminates vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after Award, if any, which has not yet been settled as of the date of such termination death shall become fully payable as if the Holder’s employment with the Company continued until the end of the Restriction Perioddate of death. (c) IfUpon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. (d) If the Employee’s employment by the Company terminates prior to the end of the Restriction PeriodPeriod and prior to any of the events described in this Section 2, then the Holder’s employment with portion of the Company terminates for any reason other than death or DisabilityAward, or Retirementif any, the Units that are then unvested which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined in the Plan, the Units Award shall immediately vest in full and the restrictions shall lapse become payable, except as otherwise provided in the last sentence of Section 6.8 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the Plancorporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; providedand/or (ii) require the Award, howeverin whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead and shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder. (f) If at any time prior to the earliest to occur of (i) the end of the Restriction Period and (ii) the date which is one year after the effective date of the Employee's termination of employment for any reason other than death, the Employee: (i) directly or indirectly (whether as principal, agent, independent contractor, partner or otherwise) engages in any type of or accepts employment with or renders services to any Competing Entity or takes any action inconsistent with the fiduciary relationship of an employee to the employee's employer; provided, that, following a termination of employment, the Employee may accept employment with a Competing Entity, the businesses of which are diversified, and which with respect to one or more of its businesses considered separately is not a Competing Entity, provided, that the Company, prior to the Employee's accepting such employment, shall receive written assurances satisfactory to the Company from such Competing Entity and from the Employee that the Employee will not render services directly or indirectly in connection with any Competing Product or be employed in a position where the Employee could use or disclose confidential information of the Company or an Affiliate or of any customer or client of the Company or an Affiliate in connection with the Employee's employment responsibilities to the benefit of a Competing Entity; or (ii) directly or indirectly induces or attempts to induce any employee, agent or customer of the Company or any Affiliate to terminate such employment, agency or business relationship, or take any action or engage in any conduct which would interfere with the employment relationship between the Company and any of its employees; or (iii) directly or indirectly, for the Employee or any Competing Entity, sells or offers for sale, or assists in any way in the sale of, Competing Products to any customer or client of the Company or any Affiliate, upon which the Employee has called or which the Employee has supervised while an employee of the Company or an Affiliate; or (iv) directly or indirectly engages in any activity which is contrary, inimical or harmful to the interests of the Company or an Affiliate, including but not limited to (x) violations of Company policies, including the Company's xxxxxxx xxxxxxx and confidentiality policies and (y) disclosure or misuse of any confidential information or trade secrets of the Company or an Affiliate, then the Award shall be automatically forfeited and cancelled by the Company on the date the Employee engages in such activity. If, at the time of enforcement of this Section 2(f), a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Notwithstanding the foregoing and any other language in this Agreement, this Agreement does not supersede or preclude the enforceability of any restrictive covenant provision contained in any prior agreement entered into by Employee. Further, no prior restrictive covenant supersedes or precludes the enforceability of any provision contained in this Agreement. (g) The Employee may be released from the Employee's obligations under Section 2(f) only if and to the extent the Committee determines in its sole discretion that such a release is in the best interests of the Company.

Restriction Period and Vesting. (a) The Units Subject to subsections (b) through (d) below and Section 5.8 of the Plan, the Award shall vest and the restrictions shall lapse as follows: (i) 25with respect to 33-1/3% of the Units shall vest and restrictions shall lapse original number of Shares subject to the Award on each anniversary of the grant date (the “Vesting Dates”) until the Units are fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 first three one-year anniversaries of the Plan (the “Restriction Period”). As used hereinGrant Date; provided, that, the term “vest” shall mean no longer subject Participant does not experience a Termination prior to a substantial risk of forfeiturethe applicable vesting date. (b) If, prior to If the end Participant experiences a Termination as a result of the Restriction Period, Participant’s resignation for Good Reason or AAM’s termination of the HolderParticipant without Cause (as such terms are defined in the Participant’s employment Employment Agreement with AAM) or the Company terminates by reason of Participant’s death or Disability, then the Units that tranche of the Shares subject to the Award which are then unvested next scheduled to vest on or after the Participant’s date of Termination shall vest in fullbecome vested, and restrictions shall lapse, as the remaining tranches of such Shares which are unvested on the Participant’s date of Termination, if any, shall be forfeited and such termination. If, after twelve months of service have been rendered and prior to shares shall be cancelled by the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction PeriodCompany. (c) If, prior to If the end of the Restriction Period, the Holder’s employment with the Company terminates Participant experiences a Termination for any reason other than death or Disabilityas described in subsection (b) above, or Retirement, all rights with respect to the Units that Shares subject to the Award which are then unvested as of on the effective date of the HolderParticipant’s termination of employment Termination shall be forfeited by the Holder Participant and such portion Shares shall be cancelled by the Company. (d) In the event of If a Change in ControlControl occurs prior to the Participant’s Termination, as defined in then any Shares subject to the Plan, Award which are unvested on the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 date of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereofbecome fully vested.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% with respect to shares of Stock subject to the Units shall vest Award on , an additional shares of Stock subject to the Award on , and restrictions shall lapse the remaining shares of Stock subject to the Award on each anniversary of the grant date (the “Vesting Dates”) until the Units are fully vested, or (ii) earlier pursuant to this Agreement Section 3(c) or in accordance with Section 6.8 of the Plan (e) hereof (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disabilityretirement, the Units that are then unvested Award shall vest in fullaccordance with Section 3(a)(i) or earlier pursuant to Section 3(e) hereof; provided, and restrictions shall lapsehowever, that if the Employee dies after such Employee’s termination of employment by reason of retirement, the portion of the Award, if any, which is not vested as of the date of such termination. If, after twelve months of service have been rendered and prior to the end death shall become fully vested as of the Restriction Period, date of death. (c) If the HolderEmployee’s employment with by the Company terminates by reason of Retirementpermanent disability or death, the portion Award shall become fully vested as of the Award that is then unvested shall continue to vest after effective date of the Employee’s termination of employment or the date of such termination death, as if the Holder’s employment with case may be. For purposes of this Agreement, “permanent disability” shall mean the Company continued until the end inability of the Restriction PeriodEmployee to substantially perform his or her duties for a continuous period of at least six months as determined by the Committee. (cd) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates for any reason other than death retirement, permanent disability or Disability, or Retirementdeath, the Units that are then unvested portion of the Award, if any, which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled canceled by the Company. (d1) In Notwithstanding any provision in this Agreement, in the event of a Change in Control, control (as defined in Appendix A) pursuant to paragraph (a)(3) or (a)(4) of Appendix A in connection with which the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in holders of Stock receive shares of common stock that are registered under Section 6.8 12 of the Plan; provided, however, that in the event that (i) the Units constitute the payment Securities Exchange Act of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 19861934, as amended (the “CodeExchange Act”), the Award shall become fully vested as of the date of the Change in Control. (2) Notwithstanding any provision in this Agreement, in the event of a Change in Control pursuant to paragraph (a)(1) or (a)(2) of Appendix A, or in the event of a Change in Control pursuant to paragraph (a)(3) or (a)(4) of Appendix A in connection with which the holders of Stock receive consideration other than shares of common stock that are registered under Section 12 of the Exchange Act, this Agreement shall be surrendered to the Company by the Employee, the Award shall be canceled by the Company, and the Employee shall receive, not later than the tenth calendar day following the occurrence of a Change in Control pursuant to paragraph (a)(1) or (a)(2) of Appendix A or not later than the tenth calendar day following the approval of the stockholders of the Company contemplated by paragraph (a)(3) or (a)(4) of Appendix A, as the case may be, a cash payment from the Company in an amount equal to the number of unvested shares of Stock subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 5.3 in respect of any transaction that gives rise to such Change in Control or is the subject of such approval of stockholders), multiplied by (i) in the case of a Change in Control pursuant to paragraph (a)(1) of Appendix A, the greatest of (x) the highest price paid per share by an Acquiring Person within the two-year period immediately preceding the Stock Acquisition Date, (y) the Fair Market Value of a share of stock on the date on which the Acquiring Person became such and (z) the Fair Market Value of a share of Stock on the Stock Acquisition Date, (ii) in the case of a Change in Control pursuant to paragraph (a)(2) of Appendix A, the Fair Market Value of a share of Stock on the date on which such Change in Control occurs, or (iii) in the case of a Change in Control pursuant to paragraph (a)(3) or (a)(4) of Appendix A, the highest price per share of Stock offered to stockholders of the Company in the transaction that is the subject of the approval of stockholders giving rise to the Change in Control does Control. The Company may, but is not constitute a “change in control event’ within the meaning of required to, cooperate with any person who is subject to Section 409A 16 of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable Exchange Act to assure that any cash payment in accordance with the vesting schedule set forth foregoing to such person is made in clause (i) of compliance with Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof16 and the rules and regulations thereunder.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% in [Insert Number] increments on each of the Units shall vest and restrictions shall lapse on each anniversary [Insert Year] anniversaries of the grant date (the “Vesting Dates”) until the Units are fully vested, Grant Date or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, Shares underlying Awards vested less than 2 years after the term “vest” Grant Date shall mean no longer be subject to a substantial risk sale restriction until the second anniversary of forfeiturethe Grant Date. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of Retirement during the Restriction Period, the Holder’s employment Award shall be settled in accordance with the Company terminates vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after Award, if any, which has not yet been settled as of the date of such termination death shall become fully payable as if the Holder’s employment with the Company continued until the end of the Restriction Perioddate of death. (c) IfUpon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. (d) If the Employee’s employment by the Company terminates prior to the end of the Restriction PeriodPeriod and prior to any of the events described in this Section 2, then the Holder’s employment with portion of the Company terminates for any reason other than death or DisabilityAward, or Retirementif any, the Units that are then unvested which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined in the Plan, the Units Award shall immediately vest in full and the restrictions shall lapse become payable, except as otherwise provided in the last sentence of Section 6.8 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the Plancorporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; providedand/or (ii) require the Award, howeverin whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead and shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.

Restriction Period and Vesting. (a) 1. The Units shall vest and the restrictions shall lapse as follows: (i) 25% of the Units shall vest and restrictions shall lapse on each anniversary of the grant date (the “Vesting Dates”) until the Units are fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) 2. If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Period. (c) 3. If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, or Retirement, the Units that are then unvested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d) 4. In the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.

Restriction Period and Vesting. (a) The Units shall vest and the restrictions shall lapse as follows: (i) 25% of the Units shall vest and restrictions shall lapse on each anniversary of the grant date (the “Vesting Dates”) until the Units are award is fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Period. (c) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, or Retirement, the Units that are then unvested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d) In the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.

Restriction Period and Vesting. (a) The Units Subject to Sections 2(b), (c) and (d), the Award shall vest and in its entirety on the restrictions shall lapse as follows: (i) 25% day immediately preceding the date of the Units shall vest and restrictions shall lapse on each anniversary Company’s 2016 annual meeting of the grant date stockholders (the “Vesting DatesDate”) ), provided that the Director continues service as a director of the Company until the Units are fully vestedVesting Date (the period until the Award vests, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (and during which restrictions apply, the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, If the Director ceases to be a director of the Company prior to the end of the Restriction Period, the Holder’s employment with the Company terminates Vesting Date by reason of death permanent disability or Disabilitydeath, the Units that are then unvested Award shall vest in full, and restrictions shall lapse, become fully vested as of the date of such terminationthe Director’s permanent disability or death, as the case may be. IfFor purposes of this Agreement, after twelve months of service have been rendered and prior to “permanent disability” shall mean the end inability of the Restriction Period, the Holder’s employment with the Company terminates Director to engage in any substantial gainful activity by reason of Retirementany medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined by the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction PeriodCommittee. (c) If, If the Director ceases to be a director of the Company prior to the end of the Restriction Period, the Holder’s employment with the Company terminates Vesting Date for any reason other than death permanent disability or Disability, or Retirementdeath, the Units that are then unvested as of the effective date of the Holder’s termination of employment Award shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, Control (as defined in the PlanAppendix A), the Units Award shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in full. (2) In the event that of a Change in Control pursuant to paragraph (3) or (4) of Appendix A, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) the Units constitute the payment require that shares of nonqualified deferred compensation within the meaning of Section 409A stock of the Internal Revenue Code corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of 1986the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; and/or (ii) require the Award, in whole or in part, to be surrendered to the Company by the Director and to be immediately cancelled by the Company, and provide for the Director to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 6(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. (3) The Company may, but is not required to, cooperate with the Director to assure that any substitution or cash payment to the Director in accordance with the foregoing is made in compliance with Section 16 of the Securities Exchange Act of 1934, as amended (the “CodeExchange Act”), ) and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest rules and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereofregulations thereunder.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% with respect to [insert number] number of restricted stock units subject to the Award on each of the Units shall vest and restrictions shall lapse on each anniversary [insert year] the anniversaries of the grant date (the “Vesting Dates”) until the Units are fully vested, Grant Date or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of Retirement during the Restriction Period, the Holder’s employment Award shall be settled in accordance with the Company terminates vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after Award, if any, which has not yet been settled as of the date of such termination death shall become fully payable as if the Holder’s employment with the Company continued until the end of the Restriction Perioddate of death. (c) IfUpon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. (d) If the Employee’s employment by the Company terminates prior to the end of the Restriction PeriodPeriod and prior to any of the events described in this Section 2, then the Holder’s employment with portion of the Company terminates for any reason other than death or DisabilityAward, or Retirementif any, the Units that are then unvested which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined in the Plan, the Units Award shall immediately vest in full and the restrictions shall lapse become payable, except as otherwise provided in the last sentence of Section 6.8 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the Plancorporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; providedand/or (ii) require the Award, howeverin whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead and shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder. (f) If at any time prior to the earliest to occur of (i) the end of the Restriction Period and (ii) the date which is one year after the effective date of the Employee's termination of employment for any reason other than death, the Employee: (a) directly or indirectly (whether as principal, agent, independent contractor, partner or otherwise) engages in any type of or accepts employment with or renders services to any Competing Entity or takes any action inconsistent with the fiduciary relationship of an employee to the employee's employer; provided, that, following a termination of employment, the Employee may accept employment with a Competing Entity, the businesses of which are diversified, and which with respect to one or more of its businesses considered separately is not a Competing Entity, provided, that the Company, prior to the Employee's accepting such employment, shall receive written assurances satisfactory to the Company from such Competing Entity and from the Employee that the Employee will not render services directly or indirectly in connection with any Competing Product or be employed in a position where the Employee could use or disclose confidential information of the Company or an Affiliate or of any customer or client of the Company or an Affiliate in connection with the Employee's employment responsibilities to the benefit of a Competing Entity; or (b) directly or indirectly induces or attempts to induce any employee, agent or customer of the Company or any Affiliate to terminate such employment, agency or business relationship, or take any action or engage in any conduct which would interfere with the employment relationship between the Company and any of its employees; or (c) directly or indirectly, for the Employee or any Competing Entity, sells or offers for sale, or assists in any way in the sale of, Competing Products to any customer or client of the Company or any Affiliate, upon which the Employee has called or which the Employee has supervised while an employee of the Company or an Affiliate; or (d) directly or indirectly engages in any activity which is contrary, inimical or harmful to the interests of the Company or an Affiliate, including but not limited to (x) violations of Company policies, including the Company's xxxxxxx xxxxxxx and confidentiality policies and (y) disclosure or misuse of any confidential information or trade secrets of the Company or an Affiliate, then the Award shall be automatically forfeited and cancelled by the Company on the date the Employee engages in such activity. If, at the time of enforcement of this Section 2(f), a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Notwithstanding the foregoing and any other language in this Agreement, this Agreement does not supersede or preclude the enforceability of any restrictive covenant provision contained in any prior agreement entered into by Employee. Further, no prior restrictive covenant supersedes or precludes the enforceability of any provision contained in this Agreement. (g) The Employee may be released from the Employee's obligations under Section 2(f) only if and to the extent the Committee determines in its sole discretion that such a release is in the best interests of the Company.

Restriction Period and Vesting. (a) The Units shall RSUs will vest and the restrictions shall lapse as follows: (i) 25% of on the Units shall vest and restrictions shall lapse on each second anniversary of the grant date (Award Date with respect to one-third of the “Vesting Dates”) until number of RSUs subject to the Units are fully vestedAward on the Award Date, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 on the third anniversary of the Plan Award Date with respect to an additional one-third of the number of RSUs subject to the Award on the Award Date and (iii) on the fourth anniversary of the Award Date with respect to the remaining one-third of the number of RSUs subject to the Award on the Award Date, provided the Holder remains employed with the Company through such date and, if applicable, subject to the provisions of paragraph (c) below. The period of time prior to the time at which the Award is fully vested is referred to as the “Restriction Period.”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to In the end event of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disabilitydeath, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of RSUs will become fully vested on the date of such termination. If, after twelve months of service have been rendered and prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Perioddeath. (c) IfNotwithstanding paragraphs (a) and (b) above, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, or Retirement, the Units that are then unvested as of the effective date of the Holder’s termination of employment shall be forfeited by if the Holder and such portion shall be cancelled by the Company. (d) In the event of is a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning “covered employee” for purposes of Section 409A 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the RSUs will not become vested unless and (ii) until the Change in Control does not constitute a “change in control event’ within date on which the meaning of Section 409A Compensation Committee of the CodeCompany’s Board of Directors certifies attainment of the Performance Goals set forth in Appendix B. Notwithstanding any other provision of this Agreement, no RSUs subject to a performance goal shall be paid hereunder unless and until the Committee certifies the attainment of performance goals. (d) In the event of the Holder’s Disability, the Units shall not immediately Holder will be treated as continuing employment with the Company for purposes of determining the vesting of the RSUs and RSUs will continue to vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth described in clause Section 2(a), provided the Holder has been continuously employed with the Company for at least six (i6) months following the Award Date. For purposes of this Award, “Disability means the Holder’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, within the meaning of Section 22(e)(3) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereofthe Code.

Restriction Period and Vesting. (a) The Units Award shall vest and the restrictions shall lapse as follows: (i) 25% in [insert number] increments on each of the Units shall vest and restrictions shall lapse on each anniversary [insert year] anniversaries of the grant date (the “Vesting Dates”) until the Units are fully vested, Grant Date or (ii) earlier as otherwise provided pursuant to this Agreement or in accordance with Section 6.8 of the Plan 2 (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture. (b) If, prior to If the end of the Restriction Period, the HolderEmployee’s employment with by the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of Retirement during the Restriction Period, the Holder’s employment Award shall be settled in accordance with the Company terminates vesting schedule set forth in Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after Award, if any, which has not yet been settled as of the date of such termination death shall become fully payable as if the Holder’s employment with the Company continued until the end of the Restriction Perioddate of death. (c) IfUpon the Employee’s Disability or Death during the Restriction Period, the Award shall become fully vested as of the date of the Employee’s Disability or Death, as the case may be. (d) If the Employee’s employment by the Company terminates prior to the end of the Restriction PeriodPeriod and prior to any of the events described in this Section 2, then the Holder’s employment with portion of the Company terminates for any reason other than death or DisabilityAward, or Retirementif any, the Units that are then unvested which is not vested as of the effective date of the HolderEmployee’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company. (d1) In the event of a Change in Control, as defined in the Plan, the Units Award shall immediately vest in full and the restrictions shall lapse become payable, except as otherwise provided in the last sentence of Section 6.8 2(e)(2) hereof. (2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A to the Plan, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements): (i) require that shares of stock of the Plancorporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; providedand/or (ii) require the Award, howeverin whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect to any adjustment pursuant to Section 7(b) of the Plan in respect of any transaction that gives rise to such Change in Control), by the highest per share price offered to holders of Common Stock in any transaction whereby the Change in Control takes place. Notwithstanding the foregoing provisions of Sections 2(e)(1) and 2(e)(2), in the event that (iA) the Units constitute Award constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (iiB) the Change in Control does not constitute a “change in control event’ ” within the meaning of Section 409A of the Code, the Units Award shall not immediately vest upon such Change in Control, but instead and shall vest and be payable in the shares of stock substituted, as determined by the Board of Directors pursuant to Section 2(e)(2)(i) hereof, for the Shares (as defined in Section 3 hereof) issuable pursuant to the Award, or the Award shall be payable in cash, as determined by the Board of Directors pursuant to Section 2(e)(2)(ii) hereof, in either case, in accordance with the vesting schedule set forth in clause (i) of Section 1(a2(a) hereof, regardless of whether the Employee continues to be employed by the Company, or earlier pursuant to Section 1(b2(c) hereof. (3) The Company may, but is not required to, cooperate with the Employee if the Employee is subject to Section 16 of the Exchange Act to assure that any cash payment or substitution in accordance with the foregoing to the Employee is made in compliance with Section 16 and the rules and regulations thereunder.