Common use of Retention Rights Clause in Contracts

Retention Rights. This Agreement and the grant evidenced by this Agreement do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation and/or severance agreement between you and the Company or any Affiliate will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement hereby do not give you the right to be retained by the Company (or any Affiliate Affiliate) in any capacity. Unless otherwise specified in an employment or other written agreement between the Company (or any Affiliate Affiliate) and you, the Company or (and any Affiliate reserves Affiliate) reserve the right to terminate your Service at any time and for any reason. Stockholder Rights YouYou will be entitled to receive, upon the Company’s payment of a cash dividend on outstanding shares of Stock, an amount of cash, Restricted Stock or your estate or heirs, have no rights Restricted Stock Units (as a stockholder of determined by the Company until from time to time) equal to the per-share dividend paid on the shares of Restricted Stock have been issued upon exercise that you hold as of your Option the record date for such dividend, which shall be subject to the same vesting, forfeiture and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on other conditions as the Company’s booksassociated Restricted Stock. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option is subject to mandatory repayment by you to the Company Legends If and to the extent you that the shares of Stock are or in represented by certificates rather than book entry, all certificates representing the future become subject to any Company Stock issued under this grant shall, where applicable, have endorsed thereon the following legends: “clawbackTHE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement Agreement, the associated cover sheet, and the Plan constitute the entire understanding between you and the Company regarding this Optiongrant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation competition and/or severance agreement between you and the Company (or any Affiliate will Affiliate), whether entered into before or after this Agreement’s effective date, shall supersede this Agreement with respect to its subject mattermatter unless otherwise provided herein, provided that no such superseding shall result in a failure to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement or the cover sheet hereto and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the extent subject thereto, and, accordingly, additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of Service only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any obligation to take any action to prevent the assessment meaning of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. 409A. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement hereby do not give you the right to be retained by the Company (or any Affiliate Affiliate) in any capacity. Unless otherwise specified in an employment or other written agreement between the Company (or any Affiliate Affiliate) and you, the Company or (and any Affiliate reserves Affiliate) reserve the right to terminate your Service at any time and for any reason. Stockholder Rights YouYou will be entitled to receive, upon the Company’s payment of a cash dividend on outstanding shares of Stock, an amount of cash, Restricted Stock or your estate or heirs, have no rights Restricted Stock Units (as a stockholder of determined by the Company until from time to time) equal to the per-share dividend paid on the shares of Restricted Stock have been issued upon exercise that you hold as of your Option the record date for such dividend, which shall be subject to the same vesting, forfeiture and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on other conditions as the Company’s booksassociated Restricted Stock. No adjustments are made for dividends, distributions dividends or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option is subject to mandatory repayment by you to the Company Legends If and to the extent you that the shares of Stock are or in represented by certificates rather than book entry, all certificates representing the future become subject to any Company Stock issued under this grant shall, where applicable, have endorsed thereon the following legends: “clawbackTHE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement Agreement, the associated cover sheet, and the Plan constitute the entire understanding between you and the Company regarding this Optiongrant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation competition and/or severance agreement between you and the Company (or any Affiliate will Affiliate) shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement or the cover sheet hereto and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the extent subject thereto, and, accordingly, additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement hereby do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other a written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, You will be entitled to receive all dividends or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been other distributions made on the Company’s booksoutstanding Shares. No adjustments are made for dividends, distributions dividends or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is mademade (or your certificate is issued), except as described in the Plan. Your Option will grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Legends If and to the extent that the Shares are represented by certificates rather than book entry, all certificates representing the Shares issued under this grant shall, where applicable, have endorsed thereon the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” To the extent the Shares are represented by a book entry, such book entry will contain an appropriate legend or restriction similar to the foregoing. Clawback This Option is If the Company adopts a “clawback” or recoupment policy, this Award will be subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, so provided under the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of DelawareMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are supersededgrant; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate will shall supersede this Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Corporate Activity Your grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, It is intended that this Agreement will be interpreted and administered to be in compliance Award comply with Code Section 409A or an exemption to Code Section 409A. Notwithstanding anything To the extent that the Company determines that you would be subject to the contrary in the Plan or additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of Service only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any obligation to take any action to prevent the assessment meaning of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.409A.

Retention Rights. This Agreement and the grant evidenced by this Agreement hereby do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your effect Termination of Service at any time and for any reason. Stockholder Rights You, You will be entitled to receive all dividends or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been other distributions made on the Company’s booksoutstanding Shares. No adjustments are made for dividends, distributions dividends or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is mademade (or your certificate is issued), except as described in the Plan. Your Option will grant shall be subject to the terms of any applicable agreement Section 13.2 of the Plan in the event of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Legends If and to the extent that the Shares are represented by certificates rather than book entry, all certificates representing the Shares issued under this grant shall, where applicable, have endorsed thereon the following legends: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” To the extent the Shares are represented by a book entry, such book entry will contain an appropriate legend or restriction similar to the foregoing. Clawback This Option is If the Company adopts a “clawback” or recoupment policy, this Award will be subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, so provided under the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of DelawareMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are supersededgrant; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate will shall supersede this Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, It is intended that this Agreement will be interpreted and administered to be in compliance Award comply with Code Section 409A. Notwithstanding anything 409A or an exemption to Code Section 409A, and this Award shall be interpreted accordingly. To the extent that the Company determines that you would be subject to the contrary in the Plan or additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a Termination of Service only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any obligation to take any action to prevent the assessment meaning of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.409A.

Retention Rights. This Agreement and the grant evidenced by this Agreement hereby do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Shareholder Rights You, or your estate or heirs, have no rights as a stockholder shareholder of the Company until the shares of Stock have has been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will shall reimburse the Company the amount of any payment in settlement of this Option Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation and/or severance agreement between you and the Company or any Affiliate will shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, It is intended that this Agreement will be interpreted and administered to be in compliance Award comply with Code Section 409A or an exemption to Code Section 409A. Notwithstanding anything To the extent that the Company determines that you would be subject to the contrary in the Plan or additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of Service only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any obligation to take any action to prevent the assessment meaning of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. 409A. By signing the this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement Option do not give you the right to be retained by the Company or any an Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate an Affiliate, as applicable, and you, the Company or any Affiliate an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder shareholder of the Company until the shares of Stock have has been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws laws, and you are subject to automatic forfeiture under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will shall reimburse the Company the amount of any payment in settlement of this Option Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. [Notwithstanding any other provision of the Plan or any provision of this Agreement, if the Company is required to prepare an accounting restatement, then you shall forfeit any cash or Stock received in connection with this Award (or an amount equal to the fair market value of such Stock on the date of delivery if you no longer hold the shares of Stock) if pursuant to the terms of this Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement (including earnings, gains, or other criteria) that are later determined, as a result of the accounting restatement, not to have been achieved.] [Include if any performance goals are included in award] Applicable Law This Agreement will be interpreted and enforced under the laws of the State of DelawareMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and Agreement, the Plan and any employment agreement with the Company or any Affiliate constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate will an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A It is intended that this Award comply with Section 409A of the Internal Revenue Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the extent subject thereto, and, accordingly, additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of Service only occurs upon an event that would be a Separation from Service within the Board nor meaning of Section 409A. To the Committee will have any obligation extent that the Company determines that you would be subject to take any action the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to prevent the assessment Section 409A as a result of any excise tax or penalty on you under Code Section 409A and neither provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of employment only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any liability to you for such tax or penalty. meaning of Section 409A. By signing the this Agreement, you agree to all of the terms and conditions described above above, in the Plan, and in any applicable employment agreement with the Company or any Affiliate. XXXXXX & DUNLOP, INC. 2010 EQUITY INCENTIVE PLAN NON-QUALIFIED OPTION AGREEMENT Xxxxxx & Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.01 (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth on this cover sheet and in the attachment (collectively, the “Agreement”), in the Company’s 2010 Equity Incentive Plan (as amended from time to time, the “Plan.”), and in any employment agreement between you and the Company or any Affiliate. Grant Date: , 201 Name of Optionee: Optionee’s Social Security Number: - - Number of Shares Covered by Option: Option Price per Share: $ . (At least 100% of Fair Market Value) [Vesting Schedule—The Non-Qualified Options shall vest in equal installments on each vesting date set forth below; provide, however, that any fractional shares shall be rounded down to the nearest whole option in the first two (2) years:] By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement, in the Plan, a copy of which is also attached, and in any employment agreement between you and the Company or any Affiliate. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent. Optionee: Date: (Signature) Company: Date: (Signature) Title: Attachment This is not a stock certificate or a negotiable instrument. XXXXXX & DUNLOP, INC. 2010 EQUITY INCENTIVE PLAN NON-QUALIFIED OPTION AGREEMENT Non-qualified Option This Agreement evidences an award of an Option exercisable for that number of shares of Stock set forth on the cover sheet and subject to the vesting and other conditions set forth herein, in the Plan and on the cover sheet. This option is not intended to be an incentive option under Section 422 of the Internal Revenue Code and will be interpreted accordingly. Transfer of Option During your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may exercise the Option. Other than by will or the laws of descent and distribution the Option may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Option be made subject to execution, attachment or similar process. If you attempt to do any of these things, this Option will immediately become forfeited. Notwithstanding these restrictions on transfer, the Compensation Committee may authorize, in its sole discretion, the transfer of a vested Option (in whole or in part) to a member of your immediate family or a trust for the benefit of your immediate family. Vesting Your Option shall vest in accordance with the vesting schedule shown on the cover sheet so long as you continue in Service on the vesting dates set forth on the cover sheet and is exercisable only as to its vested portion. No additional shares of Stock will vest after your Service has terminated for any reason. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, this option will become 100% vested (i) if it is not assumed, or equivalent options are not substituted for the options, by the Company or its successor, or (ii) if assumed or substituted for, upon your Involuntary Termination within the 12-month period (or for the period of time or lack of a period of time otherwise set forth in any employment agreement between you and the Company or any Affiliate), following the consummation of the

Retention Rights. This Agreement and the grant evidenced by this Agreement Option do not give you the right to be retained by the Company or any Affiliate Applicable Entity in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate Applicable Entity and you, the Company or any Affiliate Applicable Entity reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder shareholder of the Company until the shares of Stock have has been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will shall reimburse the Company the amount of any payment in settlement of this Option Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. [Notwithstanding any other provision of the Plan or any provision of this Agreement, if the Company is required to prepare an accounting restatement, then you shall forfeit any cash or Stock received in connection with this Award (or an amount equal to the fair market value of such Stock on the date of delivery if you no longer hold the shares of Stock) if pursuant to the terms of this Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement (including earnings, gains, or other criteria) that are later determined, as a result of the accounting restatement, not to have been achieved.] [Include if any performance goals are included in award.] Applicable Law This Agreement will be interpreted and enforced under the laws of the State of DelawareMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate will Applicable Entity shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, It is intended that this Agreement will be interpreted and administered to be in compliance Award comply with Code Section 409A or an exemption to Code Section 409A. Notwithstanding anything To the extent that the Company determines that you would be subject to the contrary in the Plan or additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of Service only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any obligation to take any action to prevent the assessment meaning of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. 409A. By signing the this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation and/or severance agreement between you and the Company or any Affiliate will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement do not give you the right to be retained or employed by the Company Company, the Bank, or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company Company, the Bank, or any Affiliate and you, the Company or Company, the Bank, and any Affiliate reserves reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued fully paid for upon exercise of your Option and either a share certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions distributions, or other rights if the applicable record date occurs before your share certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will be subject to the terms of any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity. Clawback Forfeiture of Rights If you should take actions in violation or breach of or in conflict with (i) any employment agreement, (ii) any non-competition agreement, (iii) any agreement prohibiting solicitation of employees or clients of the Company, the Bank, or any Affiliate, (iv) any confidentiality obligation with respect to the Company, the Bank, or any Affiliate, (v) any Company or Bank policy or procedure, (vi) any other agreement, or (vii) any other obligation between you and the Company, the Bank, or any Affiliate, the Company has the right to cause an immediate forfeiture of the gain, if any, you have realized under this Agreement and your rights to this Option, and the Option will immediately expire. Recoupment This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any Company or Bank “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policypolicy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State Commonwealth of DelawareMassachusetts, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the this Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments commitments, or negotiations concerning this grant are superseded; , except that any written employment, consulting, confidentiality, non-solicitation solicitation, and/or severance agreement between you and the Company Company, the Bank, or any Affiliate will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company Company, the Bank, or their Affiliates may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you you, such as your contact information, payroll information information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grantOption, you give explicit consent to the Company Company, the Bank, and their Affiliates to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement do not give you the right to be retained or employed by the Company Company, the Bank, or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company Company, the Bank, or any Affiliate and you, the Company or Company, the Bank, and any Affiliate reserves reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued fully paid for upon exercise of your Option and either a share certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions distributions, or other rights if the applicable record date occurs before your share certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will be subject to the terms of any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity. Clawback Forfeiture of Rights If you should take actions in violation or breach of or in conflict with (i) any employment agreement, (ii) any non-competition agreement, (iii) any agreement prohibiting solicitation of employees or clients of the Company, the Bank, or any Affiliate, (iv) any confidentiality obligation with respect to the Company, the Bank, or any Affiliate, (v) any Company or Bank policy or procedure, (vi) any other agreement, or (vii) any other obligation between you and the Company, the Bank, or any Affiliate, the Company has the right to cause an immediate forfeiture of the gain, if any, you have realized under this Agreement and your rights to this Option, and the Option will immediately expire. Recoupment This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any Company or Bank “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policypolicy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State Commonwealth of DelawareMassachusetts, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the this Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments commitments, or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation solicitation, and/or severance agreement between you and the Company Company, the Bank, or any Affiliate will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company Company, the Bank, or their Affiliates may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you you, such as your contact information, payroll information information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grantOption, you give explicit consent to the Company Company, the Bank, and their Affiliates to process any such personal data. Tax Consequences Consent to Electronic Delivery The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this Option you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Company’s Human Resources Department to request paper copies of these documents. Code Section 409A The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its the Bank, their Affiliates, the Board Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its the Bank, their Affiliates, the Board Board, nor the Committee will have any liability to you for such tax or penalty. By signing the this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant Option evidenced by this Agreement hereby do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an any written employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Shareholder Rights You, or your estate or heirs, have no rights as a stockholder shareholder of the Company until the shares of Stock have has been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions distributions, or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will shall be subject to the terms of any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with the Agreement and Section 17 of the Plan. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct misconduct, or were grossly negligent in failing to prevent the misconduct, you will shall reimburse the Company the amount of any payment in settlement of this Option Award earned or accrued during the 12-month twelve (12)-month period following the first public issuance or filing with the U.S. Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another any other jurisdiction. The Plan The text of the Plan is incorporated into the this Agreement by reference. Certain capitalized terms used in the this Agreement are but not defined in the Plan, and herein shall have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments commitments, or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation solicitation, and/or severance agreement between you and the Company or any Affiliate will shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grantthe Option, you give explicit consent to the Company to process any such personal data. Tax Consequences Electronic Delivery By accepting the Option, you consent to receive documents related to the Option by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company. Code Section 409A The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A 409A, and neither the Company, its Affiliates, the Board Board, nor the Committee will have any liability to you for such tax or penalty. By signing the this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant Award evidenced by this Agreement hereby do not give you the right to be retained by in the Service of the Company or any Affiliate Affiliate, as applicable, in any capacity. Unless otherwise specified in an employment a Service agreement or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise settlement of your Option this Award and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option This Award will be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option Award earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this OptionAward. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation and/or severance agreement between you and the Company or any Affiliate will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grantAward, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option This Award is intended to be exempt from, or to comply with, with Code Section 409A to the extent subject thereto409A, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Each installment of Stock Units that vests hereunder is intended to constitute a “separate payment” for purposes of Code Section 409A. If you are a “specified employee” for purposes of Code Section 409A upon your Separation from Service, then the issuance of any shares, cash or other property that would otherwise be made on the date of your Separation from Service (or within the first six months thereafter as a result of your Separation from Service) will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the earlier of (i) the date that is six months and one day after the date of the Separation from Service or (ii) the date of your death, but if and only if such delay in the issuance is necessary to avoid the imposition of taxation on you in respect of the shares, cash or property under Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement do not give you the right to be retained or employed by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or and any Affiliate reserves reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions distributions, or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will be subject to the terms of any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with (i) any non-competition agreement, (ii) any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, or (iii) any confidentiality obligation with respect to the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of the gain, if any, you have realized under this Agreement and your rights to this Option, and the Option will immediately expire. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any Company “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policypolicy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of DelawareNew Jersey, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments commitments, or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation solicitation, and/or severance agreement between you and the Company or any Affiliate will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you you, such as your contact information, payroll information information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant Option evidenced by this Agreement hereby do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an any written employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Shareholder Rights You, or your estate or heirs, have no rights as a stockholder shareholder of the Company until the shares of Stock have has been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions distributions, or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will shall be subject to the terms of any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with the Agreement and Section 17 of the Plan. Notice of Disqualifying Disposition If you sell or otherwise dispose of the shares of Stock acquired pursuant to the exercise of this Option prior to the later of (i) the second (2nd) anniversary of the Grant Date or (ii) the first (1st) anniversary of the date on which the shares of Stock were acquired, then you agree to notify the Company in writing of the date of such sale or disposition, the number of shares of Stock sold or disposed of, and the sale price per share within ten (10) days of such sale or disposition. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct misconduct, or were grossly negligent in failing to prevent the misconduct, you will shall reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month twelve (12)-month period following the first public issuance or filing with the U.S. Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another any other jurisdiction. The Plan The text of the Plan is incorporated into the this Agreement by reference. Certain capitalized terms used in the this Agreement are but not defined in the Plan, and herein shall have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments commitments, or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation solicitation, and/or severance agreement between you and the Company or any Affiliate will shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grantthe Option, you give explicit consent to the Company to process any such personal data. Tax Consequences Electronic Delivery By accepting the Option, you consent to receive documents related to the Option by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company. Code Section 409A The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement Option do not give you the right to be retained by the Company or any Affiliate Applicable Entity in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate Applicable Entity and you, the Company or any Affiliate Applicable Entity reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder shareholder of the Company until the shares of Stock have has been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws laws, and you are subject to automatic forfeiture under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will shall reimburse the Company the amount of any payment in settlement of this Option Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. [Notwithstanding any other provision of the Plan or any provision of this Agreement, if the Company is required to prepare an accounting restatement, then you shall forfeit any cash or Stock received in connection with this Award (or an amount equal to the fair market value of such Stock on the date of delivery if you no longer hold the shares of Stock) if pursuant to the terms of this Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement (including earnings, gains, or other criteria) that are later determined, as a result of the accounting restatement, not to have been achieved.] [Include if any performance goals are included in award] Applicable Law This Agreement will be interpreted and enforced under the laws of the State of DelawareMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate will Applicable Entity shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the extent subject thereto, and, accordingly, additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of Service only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any obligation to take any action to prevent the assessment meaning of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. 409A. By signing the this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement hereby do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Shareholder Rights You, or your estate or heirs, do not have no rights as a stockholder any of the Company rights of a shareholder with respect to any vested or unvested Share Units until the shares of Stock Shares have been issued upon exercise of your Option to you and either a certificate evidencing your shares of Stock Shares have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws laws, and you are subject to automatic forfeiture under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will shall reimburse the Company the amount of any payment in settlement of this Option Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. [Notwithstanding any other provision of the Plan or any provision of this Agreement, if the Company is required to prepare an accounting restatement, then you shall forfeit any cash or Shares received in connection with this Award (or an amount equal to the fair market value of such Shares on the date of delivery if you no longer hold the Shares) if pursuant to the terms of this Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement (including earnings, gains, or other criteria) that are later determined, as a result of the accounting restatement, not to have been achieved.] [Include if any performance goals are included in award] Applicable Law This Agreement will be interpreted and enforced under the laws of the State state of DelawareMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Optiongrant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, employment or consulting, confidentiality, non-solicitation and/or severance agreement between you and the Company or any Affiliate will an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, It is intended that this Agreement will be interpreted and administered to be in compliance Award comply with Code Section 409A or an exemption to Code Section 409A. Notwithstanding anything To the extent that the Company determines that you would be subject to the contrary in the Plan or additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of employment only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any obligation to take any action to prevent the assessment meaning of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. 409A. By signing the this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement Option do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other a written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder shareholder of the Company until the shares of Stock have has been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s booksissued. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made)issued, except as described in the Plan. Your Option will shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of DelawareMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate will shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement Option do not give you the right to be retained by the Company or any an Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate an Affiliate, as applicable, and you, the Company or any Affiliate an Affiliate, as applicable, reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder shareholder of the Company until the shares of Stock have has been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws laws, and you are subject to automatic forfeiture under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will shall reimburse the Company the amount of any payment in settlement of this Option Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. [Notwithstanding any other provision of the Plan or any provision of this Agreement, if the Company is required to prepare an accounting restatement, then you shall forfeit any cash or Stock received in connection with this Award (or an amount equal to the fair market value of such Stock on the date of delivery if you no longer hold the shares of Stock) if pursuant to the terms of this Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement (including earnings, gains, or other criteria) that are later determined, as a result of the accounting restatement, not to have been achieved.] [Include if any performance goals are included in award] Applicable Law This Agreement will be interpreted and enforced under the laws of the State of DelawareMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and Agreement, the Plan and any employment agreement with the Company or any Affiliate constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate will an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A It is intended that this Award comply with Section 409A of the Internal Revenue Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the extent subject thereto, and, accordingly, additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of Service only occurs upon an event that would be a Separation from Service within the Board nor meaning of Section 409A. To the Committee will have any obligation extent that the Company determines that you would be subject to take any action the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to prevent the assessment Section 409A as a result of any excise tax or penalty on you under Code Section 409A and neither provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of employment only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any liability to you for such tax or penalty. meaning of Section 409A. By signing the this Agreement, you agree to all of the terms and conditions described above and above, in the Plan, and in any applicable employment agreement with the Company or any Affiliate.

Retention Rights. This Agreement and the grant RSUs evidenced by this Agreement hereby do not give you the right to be retained by expectation of employment or other Service by, or to continue in the employment or other Service of, the Company or any Affiliate in any capacityAffiliate. Unless otherwise specified in an a written employment or other written compensatory agreement between you and the Company or any Affiliate and youan Affiliate, the Company or any Affiliate Affiliate, as applicable, reserves the right to terminate your employment or other Service relationship with the Company or an Affiliate at any time and for any reason. Stockholder Rights You, or your estate or heirs, You have no rights as a stockholder of with respect to the Company RSUs unless and until the shares of Stock relating to the RSUs have been issued upon exercise of your Option to you and either a certificate evidencing your shares of Stock have has been issued or an appropriate entry has been made on the Company’s books. No adjustments are to your Stock shall be made for dividends, distributions distributions, or other rights on or with respect to the Stock generally if the applicable record date for any such dividend, distribution, or right occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Corporate Activity Your Option will RSUs shall be subject to the terms of any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, (d) confidentiality obligation with respect to the Company or any Affiliate, (e) Company or Affiliate policy or procedure, (f) other agreement, or (g) any other material obligation to the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to the RSUs under this Agreement, and you will immediately forfeit the RSUs. In addition, if you have vested in shares of Stock pursuant to this Agreement during the two (2)-year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares of Stock) in an amount determined as follows: (1) for any shares of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares of Stock or any other shares of Stock or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Clawback This Option is The RSUs are subject to mandatory repayment by you to the Company in the circumstances specified in the Plan, including to the extent you are or in the future become subject to any Company “clawback” or recoupment policy or Applicable Laws that requires require the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct policy or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncomplianceApplicable Laws. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Optionthe RSUs. Any prior agreements, commitments commitments, or negotiations concerning this grant the RSUs are superseded; , except that any written employment, consulting, confidentiality, non-solicitation competition, non-solicitation, and/or severance agreement between you and the Company or any Affiliate will an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by Neither this Option nor this Agreement do not give gives you the right to be retained or employed by the Company (or any Affiliate subsidiary of the Company) in any capacity. Unless otherwise specified in an any written employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Common Stock have been issued upon exercise of your this Option and either a certificate evidencing your shares of Common Stock have has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions dividends or other rights if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry is has been made). Forfeiture; Clawback Notwithstanding anything in this Agreement to the contrary, except as described if the Board or the Committee determines that you have engaged in conduct that constitutes Cause at any time while you are employed by, or providing services to, the Company or any of its subsidiaries, or after your termination of employment or service, this Option, to the extent outstanding, shall immediately terminate, and you shall automatically forfeit all shares underlying any exercised portion of this Option for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by you for such shares. Upon any exercise of this Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture.This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any “clawback” or recoupment policy that is adopted by the Company or a subsidiary of the Company to comply with the requirements of any applicable laws, or (ii) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws. Adjustments The number of shares subject to issuance upon exercise of this Option and the Exercise Price of this Option are subject to adjustment in accordance with Section 17.1 of the Plan. Your This Option will shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan ​ The text of the Plan is incorporated into the this Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation solicitation, non-competition, and/or severance agreement between you and the ​ ​ ​ Company or any Affiliate will subsidiary of the Company shall supersede this Agreement with respect to its subject matter. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By Xxxx.Xx accepting this grantOption, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A You also give explicit consent to the extent subject theretoCompany to transfer any such personal data outside the country in which you work or are employed, andincluding, accordinglywith respect to non-U.S. resident grantees, to the maximum extent permittedUnited States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan. Consent to Electronic Delivery By accepting this Agreement will be interpreted and administered Option, you consent to be in compliance with Code Section 409A. Notwithstanding anything receive documents related to the contrary Option by electronic delivery (including e-mail or reference to a website or other URL) and, if requested, agree to participate in the Plan through an on-line or this Agreement, neither electronic system established and maintained by the Company or another third party designated by the Company, its Affiliates, the Board nor the Committee will have any obligation and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement of the RSUs do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an any employment or other written agreement between you and the Company or any Affiliate and youAffiliate, the Company or and any Affiliate reserves Affiliate, as applicable, reserve the right to terminate your Service at any time and for any reason. Stockholder Shareholder Rights You, or your estate or heirs, You have no rights as a stockholder shareholder of the Company until the shares of Stock Common Shares have been issued to you upon exercise vesting of your Option the RSUs and either a certificate evidencing your shares of Stock have the Common Shares has been issued to you or an appropriate entry has been made on the Company’s 's books. No adjustments are made for dividends, distributions distributions, or other rights if the applicable record date occurs before your certificate is issued (or an the appropriate book entry is made), except as described in the Plan. Your Option will The RSUs shall be subject to the terms of any applicable agreement of merger, liquidation liquidation, or reorganization in the event that the Company is subject to such corporate activity. Clawback This Option is The RSUs are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (x) any Company “or Affiliate "clawback” " or recoupment policy that requires is adopted to comply with the repayment by you to the Company requirements of compensation paid by the Company to you any Applicable Laws, or (y) any Applicable Laws which impose mandatory recoupment, under circumstances set forth in such Applicable Laws, and in the event that you fail to comply with, or violateof an inconsistency between (x) and (y), the terms or requirements provision of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliancebroader applicability shall apply. Applicable Law This The validity and construction of this Agreement will be governed by, and construed and interpreted and enforced under in accordance with, the laws of the State of DelawareMaryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law laws of another any other jurisdiction. The Plan The text of the Plan is incorporated into the Entire Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Optionthe RSUs. Any prior agreements, commitments commitments, or negotiations concerning this grant the RSUs are superseded; except that any written employment, consulting, confidentiality, non-solicitation competition, non-solicitation, and/or severance agreement or any other written agreement between you and the Company or any Affiliate Affiliate, as applicable, will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. Such This data includes, but is not limited towithout limitation, information provided in this Agreement and any changes theretoto such information, other appropriate personal and financial data about you such as you, including your contact information, payroll information and any other information that might be deemed appropriate by the Company deems appropriate to facilitate the administration of the Plan. By accepting this grantthe RSUs, you give explicit consent to the Company to process any such personal data. Tax Consequences Code Section 409A The Option grant of your RSUs under this Agreement is intended to be exempt from, or to comply with, Code with Section 409A of the Code ("Section 409A") or an exemption to the extent subject theretoSection 409A, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance accordance with Code Section 409A. such intent. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliatesany Affiliate, the Board Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliatesany Affiliate, the Board Board, nor the Committee will have any liability to you for such tax or penalty. To the extent that the RSUs constitute "deferred compensation" under Section 409A, a termination of Service occurs only upon an event that would be a "separation from service" within the meaning of Section 409A. If, at the time of your separation from service, (i) you are a "specified employee" within the meaning of Section 409A, and (ii) the Company makes a good faith determination that an amount payable on account of your separation from service constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Section 409A to avoid taxes or penalties under Section 409A (the "Delay Period"), then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after the Delay Period (or upon your death, if earlier), without interest. Each installment of RSUs that vests under this Agreement (if there is more than one installment) will be considered one of a series of separate payments for purposes of Section 409A. Disclaimer of Rights The grant of RSUs under this Agreement will in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold any amounts in trust or escrow for payment to you. You will have no rights under this Agreement or the Plan other than those of a general unsecured creditor of the Company. RSUs represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the Plan and this Agreement. Notice Delivery By accepting the RSUs, you agree that notices may be given to you in writing either at your home or mailing address as shown in the records of the Company or any Affiliate or by electronic transmission (including e-mail or reference to a web site or other URL) sent to you through the normal process employed by the Company or any Affiliate, as applicable, for communicating electronically with its employees. By signing the this Agreement, you agree to all of the terms and conditions described above and in the Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement hereby do not give you the right to be retained by the Company (or any Affiliate Affiliate) in any capacity. Unless otherwise specified in an employment or other written agreement between the Company (or any Affiliate Affiliate) and you, the Company or (and any Affiliate reserves Affiliate) reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, do not have no rights as a stockholder any of the rights of a shareholder with respect to any unvested Restricted Stock Unit. You will, however, be entitled to receive, upon the Company’s payment of a cash dividend on outstanding shares of Stock, an amount of cash, or Restricted Stock Units (as determined by the Company until from time to time) equal to the per-share dividend paid on the shares of Restricted Stock have been issued upon exercise Units that you hold as of your Option the record date for such dividend, which shall be subject to the same vesting, forfeiture and either a certificate evidencing your shares of other conditions as the associated Restricted Stock have been issued or an appropriate entry has been made on the Company’s booksUnits. No adjustments are made for dividends, distributions dividends or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will grant shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan/Deferred Compensation Plan The text of the Plan is incorporated into the in this Agreement by reference. Certain capitalized terms used in the this Agreement are defined in the Plan, and have the meaning set forth in the Plan. Your Restricted Stock Units and this Agreement are also subject to the terms of the CapitalSource Inc. Amended and Restated Deferred Compensation Plan (as amended from time to time, the “Deferred Compensation Plan”). This Agreement Agreement, the Employment Agreement, the associated cover sheet, the Deferred Compensation Plan and the Plan constitute the entire understanding between you and the Company regarding this Optiongrant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation competition and/or severance agreement between you and the Company (or any Affiliate will Affiliate) shall supersede this Agreement with respect to its subject mattermatter provided that no such superseding shall result in a failure to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. Data Privacy To In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement or the cover sheet hereto and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A It is intended that this Award comply with Section 409A of the Code (“Section 409A”) or an exemption to Section 409A. To the extent that the Company determines that you would be subject to the extent subject thereto, and, accordingly, additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or 409A as a result of any provision of this Agreement, neither such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Company. For purposes of this Award, its Affiliates, a termination of Service only occurs upon an event that would be a Separation from Service within the Board nor the Committee will have any obligation to take any action to prevent the assessment meaning of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. 409A. By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and above, in the Plan and the Deferred Compensation Plan.

Retention Rights. This Agreement and the grant evidenced by this Agreement do not give you the right to be retained or employed by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or and any Affiliate reserves reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the Company until the shares of Stock have been issued upon exercise of your Option and either a certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions distributions, or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Plan. Your Option will be subject to the terms of any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with (i) an employment agreement, (ii) a non-competition agreement, (iii) an agreement prohibiting solicitation of Employees or clients of the Company or an Affiliate, (iv) a confidentiality obligation with respect to the Company or an Affiliate, or (v) a Company policy or procedure, the Company has the right to cause an immediate forfeiture of the gain, if any, you have realized under this Agreement and your rights to this Option, and the Option will immediately expire. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (i) any Company “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policypolicy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the 12-month twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of DelawareNew Jersey, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into the Agreement by reference. Certain capitalized terms used in the Agreement are defined in the Plan, Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments commitments, or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-solicitation solicitation, and/or severance agreement between you and the Company or any Affiliate will supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you you, such as your contact information and payroll information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Tax Consequences The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, its Affiliates, the Board nor the Committee will have any liability to you for such tax or penalty. By signing the Agreement, you agree to all of the terms and conditions described above and in the Plan.