Common use of Retention Rights Clause in Contracts

Retention Rights. This Agreement and the grant evidenced 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 effect Termination of Service at any time and for any reason. Stockholder Rights You will be entitled to receive all dividends or other distributions made on outstanding Shares. No adjustments are made for dividends or other rights if the applicable record date occurs before an appropriate book entry is made (or your certificate is issued), except as described in the Plan. Your grant shall be subject to the terms of 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 If the Company adopts a “clawback” or recoupment policy, this Award will be subject to repayment to the Company to the extent so provided under the terms of such policy. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Maryland, 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 in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate shall supersede this Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy 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. Code Section 409A It is intended that this Award comply with Code Section 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 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, 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, a Termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A.

Retention Rights. This Agreement and the grant evidenced 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 effect Termination of terminate your Service at any time and for any reason. Stockholder Rights You will be entitled to receive all dividends or other distributions made on outstanding Shares. No adjustments are made for dividends or other rights if the applicable record date occurs before an appropriate book entry is made (or your certificate is issued), except as described in the Plan. Your grant shall be subject to the terms of Section 13.2 of the Plan in the event 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 If the Company adopts a “clawback” or recoupment policy, this Award will be subject to repayment to the Company to the extent so provided under the terms of such policy. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Maryland, 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 in this Agreement by reference. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate 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 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. Code Section 409A It is intended that this Award comply with Code Section 409A or an exemption to Code Section 409A, and this Award shall be interpreted accordingly. 409A. To the extent that the Company determines that you would be subject to the 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, 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, a Termination termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A.

Retention Rights. This Agreement and the grant of Restricted Shares evidenced hereby 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 The Company or any Affiliate and youan Affiliate, the Company or any Affiliate as applicable, reserves the right to effect Termination of terminate your Service at any time and for any reason. Stockholder Rights You have the right to vote the Target Shares and to receive any dividends declared or paid on such Shares as set forth below. All dividends and other distributions paid with respect to the Target Shares (whether in cash, property or Shares) prior to the date the Target Shares vest will be entitled held by the Company until payable or forfeited pursuant to this paragraph. Such dividends and other distributions will be subject to the same restrictions on transferability and vesting as the Target Shares with respect to which they were paid and will, to the extent vested, be paid, without interest, and less any applicable withholding taxes, within thirty (30) days after, and to the extent, the underlying Target Shares become vested and freed of restrictions. To the extent that the Target Shares are forfeited prior to vesting, the right to receive all such dividends or and other distributions made will also be forfeited. Dividends and other distributions will only be paid with respect to any Additional Shares issued to you hereunder beginning on outstanding Shares. No adjustments are made for dividends or other rights if the applicable record date occurs before an appropriate book entry is made (or your certificate is issued), except as described in the Planof such issuance. Your Restricted Shares grant shall be subject to the terms of Section 13.2 of the Plan in the event any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Section 17 of the Plan. Legends If and to the extent that the Restricted Shares are represented by certificates rather than book book-entry, all certificates representing the Restricted 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 FORFEITURE, AND OTHER RESTRICTIONS ON TRANSFERTRANSFER 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.” To the extent that ownership of the Restricted Shares are represented is evidenced by a book entrybook-entry registration or direct registration (including transaction advices), such book entry will registration, to the extent not held through a depositary, shall contain an appropriate legend or restriction similar to the foregoing. Clawback If the Company adopts a “clawback” or recoupment policy, this Award will be The Shares issued to you hereunder are subject to mandatory repayment by you to the Company to the extent so provided you are or in the future become subject to (a) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any Applicable Law, rule or regulation, or otherwise, or (b) any law, rule or regulation which imposes mandatory recoupment, under the terms of circumstances set forth in such policylaw, rule or regulation. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of MarylandDelaware, 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, including but not limited to the granting and/or issuance of Shares being governed by Dutch law. The Plan The text of the Plan is incorporated in this Agreement by reference. This Certain capitalized terms used in this Agreement and are defined in the Plan and have the meaning set forth in the Plan. This Agreement, the Plan and your employment agreement (if applicable) constitute the entire understanding between you and the Company regarding this grantthe Restricted Shares. Any prior agreements, commitments, or negotiations concerning the Restricted Shares are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation solicitation, and/or severance agreement between you and the Company or any Affiliate Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy In order to 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 grantthe grant of Restricted Shares, you give explicit consent to the Company to process any such personal data. Electronic Delivery By accepting the grant of Restricted Shares, you consent to receive documents related to the Restricted Shares 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 It The grant of Restricted Shares under this Agreement is intended that this Award to comply with Code Section 409A (“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 Section 409A. Notwithstanding anything to the contrary in the Plan or an exemption this Agreement, neither the Company, its Affiliates, the Board, nor the Committee will have any obligation to Code take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and this Award shall be interpreted accordingly. To the extent that the Company determines that you would be subject to the 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, 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 neither the Company. For purposes of this Award, a Termination of Service only occurs upon an event that would be a Separation from Service within its Affiliates, the meaning of Code Section 409A.Board, nor the Committee will have any liability to you for such tax or penalty.

Retention Rights. This Agreement and the grant evidenced 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 effect Termination of terminate your Service at any time and for any reason. Stockholder Rights You will be entitled You, or your estate or heirs, do not have any of the rights of a stockholder with respect to receive all dividends any vested or unvested Stock Units (other distributions than with respect to the Dividend Equivalent Rights described below) until the Shares have been issued to you and either a certificate evidencing your Shares have been issued or an appropriate entry has been made on outstanding Shares. No adjustments are made for dividends or other rights if the applicable record date occurs before an appropriate book entry is made (or your certificate is issued), except as described in the PlanCompany’s books. Your grant shall be subject to the terms of Section 13.2 18 of the Plan in the event of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Legends Dividend Equivalent Rights You shall also be entitled to Dividend Equivalent Rights with respect to your Stock Units, as described herein. If the Company declares a normal cash dividend on its Shares and the record date of such dividend is prior to the extent that earlier of the Shares date your Stock Units are represented by certificates rather than book entrysettled in full or terminate, 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 TRANSFERyou will receive a dividend equivalent credit equal to such normal cash dividend for each outstanding Stock Unit. 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, Any such book entry will contain an appropriate legend or restriction similar dividend equivalent credits shall be accumulated (without interest) and shall be subject to the foregoingsame terms and conditions as are applicable to the Stock Units to which the dividend equivalents relate, including, without limitation, the restrictions on transfer, forfeiture, vesting and payment provisions contained in this Agreement. For avoidance of doubt, dividend equivalents shall be paid in cash on the date the Stock Units to which they relate are converted into Shares. Clawback If the Company adopts a “clawback” or recoupment policy, this Award will be subject to repayment to the Company to the extent so provided under the terms of such policy. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Maryland, 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 in this Agreement by reference. Certain capitalized terms used in 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 grant; except that any written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between you and the Company or any Affiliate shall supersede this Agreement with respect to its subject matter. , except as set forth above under “Change in Control.” Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy 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. Code Section 409A It is intended that this Award comply with Code Section 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 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, 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, a Termination termination of Service only occurs upon an event that would be a Separation separation from Service service within the meaning of Code Section 409A.

Retention Rights. This Agreement and the grant of Restricted Shares evidenced hereby 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 The Company or any Affiliate and youan Affiliate, the Company or any Affiliate as applicable, reserves the right to effect Termination of terminate your Service at any time and for any reason. Stockholder Rights You will be entitled have the right to vote the Restricted Shares and to receive all any dividends declared or paid on such Shares. Any stock distributions you receive with respect to unvested Restricted Shares as a result of any stock split, stock dividend, combination of shares, or other distributions made similar transaction shall be deemed to be a part of the Restricted Shares and subject to the same conditions and restrictions applicable thereto. Any cash dividends paid on outstanding unvested Restricted Shares you hold on the record date for such dividend shall be held by the Company and subject to the same conditions and restrictions applicable to your unvested Restricted Shares; provided that, within thirty (30) days after the date on which the applicable Restricted Shares vest in accordance with the terms of this Agreement, such dividends shall be paid to you, without interest. You will immediately and automatically forfeit such dividends to the extent that you forfeit the corresponding unvested Restricted Shares. No Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before an appropriate book entry is made (or your certificate is issued), except as described in the Plan. Your Restricted Shares grant shall be subject to the terms of Section 13.2 of the Plan in the event any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Section 17 of the Plan. Legends If and to the extent that the Restricted Shares are represented by certificates rather than book book-entry, all certificates representing the Restricted 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 FORFEITURE, AND OTHER RESTRICTIONS ON TRANSFERTRANSFER 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.” To the extent that ownership of the Restricted Shares are represented is evidenced by a book entrybook-entry registration or direct registration (including transaction advices), such book entry will registration, to the extent not held through a depositary, shall contain an appropriate legend or restriction similar to the foregoing. Clawback If the Company adopts a “clawback” or recoupment policy, this Award will be The Restricted Shares are subject to mandatory repayment by you to the Company to the extent so provided you are or in the future become subject to (a) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any Applicable Law, rule or regulation, or otherwise, or (b) any law, rule or regulation which imposes mandatory recoupment, under the terms of circumstances set forth in such policylaw, rule or regulation. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of MarylandDelaware, 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, including but not limited to the granting and/or issuance of Shares being governed by Dutch law. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in 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 grantthe Restricted Shares. Any prior agreements, commitments, or negotiations concerning the Restricted Shares are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation solicitation, and/or severance agreement between you and the Company or any Affiliate Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy In order to 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 grantthe grant of Restricted Shares, you give explicit consent to the Company to process any such personal data. Electronic Delivery By accepting the grant of Restricted Shares, you consent to receive documents related to the Restricted Shares 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 It The grant of Restricted Shares under this Agreement is intended that this Award to comply with Code Section 409A (“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 Section 409A. Notwithstanding anything to the contrary in the Plan or an exemption this Agreement, neither the Company, its Affiliates, the Board, nor the Committee will have any obligation to Code take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and this Award shall be interpreted accordinglyneither the Company, its Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty. To The undersigned Grantee hereby makes an election pursuant to Section 83(b) of the extent that the Company determines that you would be subject Internal Revenue Code with respect to the 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, such provision shall be deemed amended to property described below and supplies the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by following information in accordance with the Company. For purposes of this Award, a Termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A.regulations promulgated thereunder:

Retention Rights. This Agreement and the grant evidenced hereby this 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 effect Termination of Service terminate your service at any time and for any reason. Stockholder Rights You will be entitled to receive all dividends You, or other distributions made on outstanding Sharesyour estate or heirs, have no rights as a shareholder of the Company until the Stock has been issued upon exercise of your Option and a certificate evidencing your Stock has been issued. No adjustments are made for dividends dividends, distributions or other rights if the applicable record date occurs before an appropriate book entry is made (or your certificate is issued), except as described in the Plan. Your grant Option shall be subject to the terms of Section 13.2 of the Plan in the event 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. 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 If the Company adopts a “clawback” or recoupment policy, this This Award will be is subject to mandatory repayment by you to the Company to the extent so provided under 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. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Maryland, 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 in this Agreement by reference. Certain capitalized terms used in 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 grantOption. 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 shall supersede this Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy 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. Code Section 409A It is intended that this Award comply with Code Section 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 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, 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, a Termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A..

Retention Rights. This Agreement and the grant evidenced 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 effect Termination of terminate your Service at any time and for any reason. Stockholder Rights You will be entitled to receive all dividends or other distributions made receive, upon the Company’s payment of a cash dividend on outstanding Sharesshares of Stock, an amount of cash, Restricted Stock or Restricted Stock Units (as determined by the Company from time to time) equal to the per-share dividend paid on the shares of Restricted Stock that you hold as of the record date for such dividend, which shall be subject to the same vesting, forfeiture and other conditions as the associated Restricted Stock. No adjustments are made for dividends dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made (or your certificate is issuedmade), except as described in the Plan. Your grant shall be subject to the terms of Section 13.2 of the Plan in the event 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 shares of Stock are represented by certificates rather than book entry, all certificates representing the Shares Stock issued under this grant shall, where applicable, have endorsed thereon the following legends: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFERTRANSFER 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.” 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 If the Company adopts a “clawback” or recoupment policy, this Award will be subject to repayment to the Company to the extent so provided under the terms of such policy. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of MarylandDelaware, 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 in this Agreement by reference. This Agreement Agreement, the associated cover sheet, and the Plan constitute the entire understanding between you and the Company regarding this grant. Any agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation competition and/or severance agreement between you and the Company (or any Affiliate Affiliate), whether entered into before or after this Agreement’s effective date, shall supersede this Agreement with respect to its subject matter. Any other prior agreementsmatter unless otherwise provided herein, commitments or negotiations concerning this grant are supersededprovided 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 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. Code Section 409A It is intended that this Award comply with Code Section 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 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, 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, a Termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A..

Retention Rights. This Agreement and the grant evidenced 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 effect Termination of terminate your Service at any time and for any reason. Stockholder Rights You will be entitled to receive all dividends or other distributions made receive, upon the Company’s payment of a cash dividend on outstanding Sharesshares of Stock, an amount of cash, Restricted Stock or Restricted Stock Units (as determined by the Company from time to time) equal to the per-share dividend paid on the shares of Restricted Stock that you hold as of the record date for such dividend, which shall be subject to the same vesting, forfeiture and other conditions as the associated Restricted Stock. No adjustments are made for dividends or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made (or your certificate is issuedmade), except as described in the Plan. Your grant shall be subject to the terms of Section 13.2 of the Plan in the event 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 shares of Stock are represented by certificates rather than book entry, all certificates representing the Shares Stock issued under this grant shall, where applicable, have endorsed thereon the following legends: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE AND OTHER RESTRICTIONS ON TRANSFERTRANSFER 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.” 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 If the Company adopts a “clawback” or recoupment policy, this Award will be subject to repayment to the Company to the extent so provided under the terms of such policy. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of MarylandDelaware, 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 in this Agreement by reference. This Agreement Agreement, the associated cover sheet, and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation competition and/or severance agreement between you and the Company (or any Affiliate Affiliate) shall supersede this Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy 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. Code Section 409A It is intended that this Award comply with Code Section 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 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, 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, a Termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A..

Retention Rights. This Agreement and the grant of Restricted Shares evidenced hereby 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 Stockholder Rights You have the right to effect Termination vote the Restricted Shares and to receive any dividends declared or paid on such Shares. Any stock distributions you receive with respect to unvested Restricted Shares as a result of Service at any time stock split, stock dividend, combination of shares, or other similar transaction shall be deemed to be a part of the Restricted Shares and subject to the same conditions and restrictions applicable thereto. Any cash dividends paid on unvested Restricted Shares you hold on the record date for any reasonsuch dividend shall be held by the Company and subject to the same conditions and restrictions applicable to your unvested Restricted Shares; provided that, within thirty (30) days after the date on which the applicable Restricted Shares vest in accordance with the terms of this Agreement, such dividends shall be paid to you, without interest. Stockholder Rights You will be entitled immediately and automatically forfeit such dividends to receive all dividends or other distributions made on outstanding the extent that you forfeit the corresponding unvested Restricted Shares. No Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before an appropriate book entry is made (or your certificate is issued), except as described in the Plan. Your Restricted Shares grant shall be subject to the terms of Section 13.2 of the Plan in the event any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Section 17 of the Plan. Legends If and to the extent that the Restricted Shares are represented by certificates rather than book book-entry, all certificates representing the Restricted 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 FORFEITURE, AND OTHER RESTRICTIONS ON TRANSFERTRANSFER 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.” To the extent that ownership of the Restricted Shares are represented is evidenced by a book entrybook-entry registration or direct registration (including transaction advices), such book entry will registration, to the extent not held through a depositary, shall contain an appropriate legend or restriction similar to the foregoing. Clawback If the Company adopts a “clawback” or recoupment policy, this Award will be subject to repayment to the Company to the extent so provided under the terms of such policy. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of MarylandDelaware, 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, including but not limited to the granting and/or issuance of Shares being governed by Dutch law. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in 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 grantthe Restricted Shares. Any prior agreements, commitments, or negotiations concerning the Restricted Shares are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation solicitation, and/or severance agreement between you and the Company or any Affiliate Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy In order to 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 grantthe grant of Restricted Shares, you give explicit consent to the Company to process any such personal data. Electronic Delivery By accepting the grant of Restricted Shares, you consent to receive documents related to the Restricted Shares 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 It The grant of Restricted Shares under this Agreement is intended that this Award to comply with Code Section 409A (“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 Section 409A. Notwithstanding anything to the contrary in the Plan or an exemption this Agreement, neither the Company, its Affiliates, the Board, nor the Committee will have any obligation to Code take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and this Award shall be interpreted accordinglyneither the Company, its Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty. To The undersigned Grantee hereby makes an election pursuant to Section 83(b) of the extent that the Company determines that you would be subject Internal Revenue Code with respect to the 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, such provision shall be deemed amended to property described below and supplies the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by following information in accordance with the Company. For purposes of this Award, a Termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A.regulations promulgated thereunder:

Retention Rights. This Agreement and the grant of Restricted Shares evidenced hereby 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 The Company or any Affiliate and youan Affiliate, the Company or any Affiliate as applicable, reserves the right to effect Termination of terminate your Service at any time and for any reason. Stockholder Rights You will be entitled have the right to vote the Restricted Shares and to receive all any dividends declared or paid on such Shares. Any stock distributions you receive with respect to unvested Restricted Shares as a result of any stock split, stock dividend, combination of shares, or other distributions made similar transaction shall be deemed to be a part of the Restricted Shares and subject to the same conditions and restrictions applicable thereto. Any cash dividends paid on outstanding unvested Restricted Shares you hold on the record date for such dividend shall be held by the Company and subject to the same conditions and restrictions applicable to your unvested Restricted Shares; provided that, within thirty (30) days after the date on which the applicable Restricted Shares vest in accordance with the terms of this Agreement, such dividends shall be paid to you, without interest. You will immediately and automatically forfeit such dividends to the extent that you forfeit the corresponding unvested Restricted Shares. No Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before an appropriate book entry is made (or your certificate is issued), except as described in the Plan. Your Restricted Shares grant shall be subject to the terms of Section 13.2 of the Plan in the event any applicable agreement of merger, liquidation liquidation, or reorganization in the event the Company is subject to such corporate activity, consistent with Section 17 of the Plan. Legends If and to the extent that the Restricted Shares are represented by certificates rather than book book-entry, all certificates representing the Restricted 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 FORFEITURE, AND OTHER RESTRICTIONS ON TRANSFERTRANSFER 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.” To the extent that ownership of the Restricted Shares are represented is evidenced by a book entrybook-entry registration or direct registration (including transaction advices), such book entry will registration, to the extent not held through a depositary, shall contain an appropriate legend or restriction similar to the foregoing. Clawback If the Company adopts a “clawback” or recoupment policy, this Award will be The Restricted Shares are subject to mandatory repayment by you to the Company to the extent so provided you are or in the future become subject to (a) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any Applicable Law, rule or regulation, or otherwise, or (b) any law, rule or regulation which imposes mandatory recoupment, under the terms of circumstances set forth in such policylaw, rule or regulation. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of MarylandDelaware, 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, including but not limited to the granting and/or issuance of Shares being governed by Dutch law. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in 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 grantthe Restricted Shares. Any prior agreements, commitments, or negotiations concerning the Restricted Shares are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation solicitation, and/or severance agreement between you and the Company or any Affiliate Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy In order to 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 grantthe grant of Restricted Shares, you give explicit consent to the Company to process any such personal data. Code Section 409A It is intended that this Award comply with Code Section 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 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, 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, a Termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A..

Retention Rights. This The Agreement and the grant evidenced hereby of the Restricted Shares Units 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 the Company or any Affiliate and youAffiliate, the Company or any and the Affiliate reserves reserve the right to effect Termination of terminate your Service at any time and for any reason. Stockholder Shareholder Rights & Dividend Equivalents You will be entitled have no rights as a shareholder of the Company with respect to receive all dividends the Restricted Share Units unless and until the Common Shares relating to the Restricted Share Units have been issued and either a certificate evidencing the Common Shares has been issued or other distributions an appropriate entry has been made on the Company’s books. Notwithstanding the foregoing, if a cash dividend is declared on the Company’s outstanding Common Shares, you shall be credited with a Dividend Equivalent in an amount of cash equal to the number of Restricted Share Units you hold as of the dividend record date, multiplied by the amount of the cash dividend per Common Share. No adjustments Such Dividend Equivalent shall be paid if and when the underlying Restricted Share Units are made for dividends or other rights if settled. Dividend Equivalents shall not accrue interest prior to the applicable record date occurs before an appropriate book entry is made (or your certificate is issued), except as described in the Planof payment. Your grant shall The Restricted Share Units will be subject to the terms of Section 13.2 of the Plan in the event any applicable agreement of merger, liquidation liquidation, or reorganization in the event that the Company is subject to such corporate activity. Legends If and Clawback The Restricted Share Units are 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 that is adopted to comply with the Shares requirements of any applicable law, rule or regulation, or (ii) any law, rule or regulation which imposes mandatory recoupment, under the circumstances set forth in any such law, rule or regulation. Furthermore, the Restricted Share Units are represented subject to mandatory repayment 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 you to the foregoing. Clawback If Company if, as of the Grant Date, the Company adopts has in place a “clawback” or recoupment policy, this Award will be subject to policy that requires the repayment by you to the Company of compensation paid by the Company to you in the extent so provided under event that you fail to comply with, or violate, the terms or requirements of such policy. Applicable Law This The validity and construction of the Agreement will be governed by, and construed and interpreted and enforced under in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this the Agreement to the substantive law laws of another any other jurisdiction. The Plan The text of the Plan is incorporated into the Agreement. Certain capitalized terms used in this the Agreement by referenceare defined in the Plan and have the meaning set forth in the Plan. This The Agreement and the Plan constitute the entire understanding between you and the Company company regarding this grantthe Restricted Share Units. Any prior agreements, commitments, or negotiations concerning the Restricted Share Units are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation solicitation, and/or severance agreement or any other written agreement between you and the Company or any Affiliate shall Affiliate, as applicable, will supersede this the Agreement with respect to its subject matter. Any other prior agreements, commitments or negotiations concerning this grant are superseded. Data Privacy In order to 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 the Agreement and any changes theretoto such information, other appropriate personal and financial data about you such as you, including your contact information, payroll information 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 grant, you give explicit consent to the Company to process any such personal data. Code Section 409A It is intended that this Award comply with Code Section 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 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, 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, a Termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A..