Common use of Settlement of Restricted Stock Units Clause in Contracts

Settlement of Restricted Stock Units. (a) The Grantee shall receive payment, subject to satisfaction of the Grantee's tax withholding obligations as described below, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (a) The Grantee shall receive paymentSubject to any deferral pursuant to Paragraph 3(b), each Vested Unit will be settled by the delivery of one Common Share (subject to satisfaction adjustment under Section 12 of the Grantee's Plan) to Participant or, in the event of Participant’s death, to Participant’s estate, heir or beneficiary, following the applicable Vesting Date; provided that the Participant has satisfied all of the tax withholding obligations as described belowin Paragraph 7, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date and that Participant has completed, signed and returned any documents and taken any additional action that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on Company deems appropriate to enable it to accomplish the next following day that the principal executive offices delivery of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reasonCommon Shares. (b) All obligations Subject to the satisfaction all of the Company under this Agreement shall be subject tax withholding obligations described in Paragraph 7, Participant may elect to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and defer the receipt of any dividends and (2) do not commit Common Shares issuable pursuant to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Vested Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory by submitting to the Company and/or an election to defer receipt in the Grantee’s employer forms attached hereto as Exhibit A. In the event Participant intends to satisfy all Tax-Related Items. In this regard, defer the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result receipt of any aspect of the Grantee’s participation in the Plan. FinallyCommon Shares, the Grantee shall pay Participant must submit to the Company or a deferral election form within thirty (30) days following the Grantee’s employerGrant Date. Participant hereby represents that Participant understands the effect of any such deferral under relevant federal, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Itemsstate and local tax laws. (c) The date upon which Common Shares are to be issued under either Paragraph 3(a) or 3(b) above is referred to as the “Settlement Date.” The issuance of the Common Shares hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or by crediting shares in an account established on Participant’s behalf with a brokerage firm or other custodian, in each case as determined by the Company. Fractional shares will not be issued pursuant to the Award. (d) Notwithstanding the foregoingabove, in the event that (i) for administrative or other reasons, the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect may from time to time or temporarily suspend the Grantee is otherwise prohibited from selling shares issuance of Common Shares in respect of Vested Units, (ii) the Company Stock in the public market and shall not be obligated to deliver any shares of the Common Stock during any period when the Company Stock covered by determines that the Grantee's Restricted Stock Units are scheduled delivery of shares hereunder would violate any federal, state or other applicable laws, (iii) the Company may issue Common Shares hereunder subject to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Granteeany restrictive legends that, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s electioncounsel, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended are necessary to comply with U.S. Treas. Reg. § 1.409A-1(b)(4securities or other regulatory requirements and (iv) and shall be construed and administered the date on which shares are issued hereunder may include a delay in such a manner. Notwithstanding anything in the Plan order to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of provide the Company such time as it determines appropriate to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes address tax withholding and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereofadministrative matters.

Settlement of Restricted Stock Units. (a) The Grantee shall receive paymentSubject to Section 6 of this Agreement, subject to satisfaction of the Grantee's tax withholding obligations as described below, with respect to such each vested Restricted Stock Units Unit will be settled in one share of Stock (or, as provided in Section 2, the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) Fair Market Value thereof as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the GranteeUnit’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”vesting date), as soon as reasonably practicable following the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer vesting date (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth 15th day of the third calendar month of the calendar year following the calendar year in during which the Original Distribution Date vesting date occurs). In If settled in cash, you will receive a cash amount in payment and settlement of the vested Restricted Stock Units equal to the product of the Fair Market Value of a share of Stock on the applicable vesting date, multiplied by the number of vested Restricted Stock Units. If settled in shares of Stock, you will receive one share of Stock in payment and settlement of each vested Restricted Stock Unit, and such shares will be registered in the your name on the books of the Company as of the vesting date. To the extent certificated, stock certificates to you will be deemed delivered for all casespurposes when the Company or a stock transfer agent of the Company has mailed such certificates in the United States mail, addressed to you, at your last known address on file with the Company. Uncertificated Stock will be deemed delivered for all purposes when the Company or a Stock transfer agent of the Company will have given to you by electronic mail (with proof of receipt) or by United States mail, addressed to you, at your last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary, the Company will not be required to issue or deliver any evidence of book entry or certificates evidencing shares of Stock pursuant to the settlement of this Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery is in compliance with all applicable laws, regulations of shares governmental authorities and, if applicable, the requirements of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of exchange on which the shares of Company Stock upon any securities exchange are listed, quoted or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company traded. Any Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement will be subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends on any Stock certificate or notations on any book entry to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator will have the right to require any individual to comply with any timing or other restrictions with respect to the settlement of this Award, including a window-period limitation, as may be imposed in the discretion of the Administrator. Until Stock is deemed delivered in accordance with this Section 4, no right to vote or receive dividends or any other rights of a shareholder will exist with respect to shares of Stock to be issued in connection with this Award, notwithstanding the any action by you with respect to this Award. This Award and any shares of Stock issued pursuant to this Award is subject to the Company’s xxxxxxx xxxxxxx policies and procedures, as in effect from time to time. Further, this Award and any applicable taxes and other laws or regulations shares of Stock issued pursuant to this Award is subject to the United States or of any state or U.S. or foreign government having jurisdiction thereofCompany’s clawback policy, as in effect from time to time.

Settlement of Restricted Stock Units. Each Vested Unit will be settled by the delivery of one share of Common Stock or cash in an amount equivalent to the value of one share of Common Stock (a) The Grantee shall receive paymentor any combination of cash and Common Stock as may be determined in the sole discretion of the Administrator), subject to satisfaction adjustment under Section 12 of the Grantee's Plan, to the Participant or, in the event of the Participant’s death, to the Participant’s estate, heir or beneficiary, following the applicable Vesting Date; provided that the Participant has satisfied all of the tax withholding obligations as described in Section 7 below, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date and that the Restricted Stock Units become vested Participant has completed, signed and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day returned any documents and taken any additional action that the principal executive offices of Company deems appropriate to enable it to accomplish the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance delivery of the shares of Company StockCommon Stock and/or cash. Upon The issuance of such shares, any shares of Common Stock hereunder may be effected by the Company will determine the form issuance of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such certificate, recording shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights records of the Company or by crediting shares in an account established on the GranteeParticipant’s employer behalf with a brokerage firm or other custodian, in each case as set forth in determined by the Plan Company. Fractional shares will not be issued pursuant to withhold amounts required to be withheld the Award. Notwithstanding the above, (i) for any taxesadministrative or other reasons, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect may from time to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, time temporarily suspend the issuance of shares of Company Common Stock upon settlement in respect of the Restricted Stock Vested Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds the Company shall not be obligated to deliver any shares of the sale Common Stock during any period when the Company determines that the delivery of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale hereunder would violate any federal, state or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or other applicable laws, (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in issue shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Common Stock hereunder subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Granteerestrictive legends that, as determined by the Company in accordance Company’s counsel, are necessary to comply with such policy, securities or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open marketother regulatory requirements, and (iiiv) the date on which shares are issued hereunder may include a delay in order to provide the Company elects not such time as it determines appropriate to satisfy its address tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereofadministrative matters.

Settlement of Restricted Stock Units. (a) The [Unless a valid election is made pursuant to Section 6 below, the][The] Grantee shall receive payment, subject to satisfaction of the Grantee's ’s tax withholding obligations as described below, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's ’s vested Restricted Stock Units and subject to the provisions of subsection 5(b5(c) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stockshares. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's ’s behalf electronically to the Company's ’s designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's ’s policy permitting employees officers and directors to sell shares of Company Stock only during certain "“window" ” periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's ’s Restricted Stock Units are scheduled to be issued on a day (the "“Original Distribution Date"”) that does not occur during an open "“window period" ” applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b)’s distribution, then, at the Company’s election, then such shares of Company Stock may shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "“window period" ” applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(41.409A-3(j)(4) or any successor provision. (c) All obligations of the Company under this Agreement shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. On or before the time the Grantee receives a distribution of the shares subject to the Grantee’s Restricted Stock Units, or at any time thereafter as requested by the Company, the Grantee hereby authorizes any required withholding from the Company Stock issuable to the Grantee and/or otherwise agrees to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Employer which arise in connection with the Grantee’s Restricted Stock Units (the “Withholding Taxes”). Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Grantee’s Restricted Stock Units by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to the Grantee by the Employer; (ii) causing the Grantee to tender a cash payment; (iii) permitting the Grantee to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Grantee irrevocably elects to sell a portion of the shares to be delivered under the Agreement to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company; or (iv) withholding shares of Company Stock from the shares of Company Stock issued or otherwise issuable to the Grantee in connection with the Restricted Stock Units with a Fair Market Value (measured as of the date shares of Company Stock are issued to the Grantee pursuant to this Section 5) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Company Stock so withheld shall not exceed the amount necessary to satisfy the Employer’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Unless the tax withholding obligations of the Employer are satisfied, the Company shall have no obligation to deliver to the Grantee any Company Stock. In the event the Employer’s obligation to withhold arises prior to the delivery to the Grantee of Company Stock or it is determined after the delivery of Company Stock to the Grantee that the amount of the Employer’s withholding obligation was greater than the amount withheld by the Company, the Grantee agrees to indemnify and hold the Employer harmless from any failure by the Company to withhold the proper amount. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, state or federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (a) The Grantee shall receive payment, subject to satisfaction of the Grantee's tax withholding obligations as described below, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: : (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Tax-Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(41.409A-3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. Each Vested Unit will be settled by the delivery of one share of Common Stock or cash in an amount equivalent to the value of one share of Common Stock (a) The Grantee shall receive paymentor any combination of cash and Common Stock as may be determined in the sole discretion of the Administrator), subject to satisfaction adjustment under Section 12 of the Grantee's tax withholding obligations as described belowPlan, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoingParticipant or, in the event that (i) of the Grantee is subject Participant’s death, to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periodsParticipant’s estate, in effect from time to time heir or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Granteebeneficiary, as determined by soon as practicable following the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution applicable Vesting Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day March 15 of the third calendar month of the calendar year following the calendar year in which the Original Distribution Vesting Date occurs. In ; provided that the Participant has satisfied all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unlesstax withholding obligations described in Section 7 below, and solely to that the extent thatParticipant has completed, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or signed and returned any successor provision. (d) The obligation of documents and taken any additional action that the Company deems appropriate to deliver Company Stock shall be subject enable it to accomplish the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification delivery of the shares of Company Common Stock upon any securities exchange or under any stateand/or cash. Notwithstanding the foregoing, federal or foreign lawif the Participant makes a valid deferral election in accordance with the RSU Agreement, or each Vested Unit will be settled at the consent or approval time specified in such deferral election. The issuance of any governmental regulatory body is necessary shares of Common Stock hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or desirable by crediting shares in an account established on the Participant’s behalf with a brokerage firm or other custodian, in each case as a condition ofdetermined by the Company. Fractional shares will not be issued pursuant to the Award. Notwithstanding the above, (i) for administrative or in connection withother reasons, the Company may from time to time temporarily suspend the issuance of shares of Common Stock in respect of Vested Units, (ii) the Company Stock, the shall not be obligated to deliver any shares of the Common Stock during any period when the Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to determines that the Board. The issuance delivery of shares hereunder would violate any federal, state or other applicable laws, (iii) the Company may issue shares of Company Common Stock to the Grantee pursuant to this Agreement is hereunder subject to any applicable taxes restrictive legends that, as determined by the Company’s counsel, are necessary to comply with securities or other regulatory requirements, and (iv) the date on which shares are issued hereunder may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereofadministrative matters.

Settlement of Restricted Stock Units. (a) The Grantee shall Unless otherwise determined by the Administrator, Participant is not entitled to receive payment, subject to satisfaction any Shares upon vesting of the Grantee's tax withholding obligations as described below, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitabledue to exchange control regulations in Vietnam. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day This means that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect vesting of the Restricted Stock Units, Participant will receive a cash payment equal to the value of the underlying Shares at vesting, less any Tax-Related Items and broker’s fees or commissions, which will be remitted to Participant via local payroll. Any references in the Plan and this Award Agreement to the issuance of Shares shall not apply to Participant. Important Note on the Election to Transfer Employer NICs (the “Election”) As a condition of your participation in the Palo Alto Networks, Inc. 2021 Equity Incentive Plan (the “Plan”), you are required to enter into the Election to transfer to you any liability for employer National Insurance contributions (“Employer NICs”) that may arise in connection with your participation in the Plan. By accepting your award (the “Award”) (whether by signing the applicable award agreement or via the Company’s online acceptance procedures) or by separately accepting the Election (whether in hard copy or electronically), you indicate your acceptance to transfer Employer NICs and to be bound by the terms of the Election. You should read this important note and the Election in their entirety before accepting the applicable award agreement and the Election. Please print and keep a copy of the Election for your records. By entering into the Election: • you agree that any liability for Employer NICs that may arise in connection with your participation in the Plan will be transferred to you; • you authorise your employer to recover an amount sufficient to cover this liability by such methods as set forth in Section 7 of the Terms and Conditions of Global Restricted Stock Unit Grant and/or this Election including, but not limited to, deductions from your salary or other payments due or the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of sufficient shares of Company Stock acquired pursuant to such issuance your Award; and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items • you acknowledge that the Company or the Grantee’s your employer may be required require you to withhold sign a paper copy of this Election (or account for as a result of substantially similar form) if the Grantee’s participation in Company determines such is necessary to give effect to the Plan that cannot be satisfied by Election even if you have accepted the means previously described. The Company may refuse to issue or deliver the shares of Company Stock applicable award agreement or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at Election through the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisionelectronic acceptance procedure. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (a) The Grantee Any Restricted Stock Unit which has become vested in accordance with this Agreement shall receive paymentbe settled as soon as reasonably practicable following the applicable vesting date for such Restricted Stock Unit as set forth on Schedule I attached hereto (and, subject to satisfaction in any event, no later than the date which is two and one-half months following the end of the Grantee's tax withholding obligations as described belowcalendar year in which such vesting date occurs). For the avoidance of doubt, with respect to such vested if the vesting of any Restricted Stock Units is accelerated in connection with the form termination of shares Participant’s employment or service with the Company and its Subsidiaries, the settlement of Company Stock on the date that the such Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue occur prior to the Grantee, in settlement of the Grantee's vested applicable vesting date for such Restricted Stock Units and subject to as is provided in the provisions immediately preceding sentence; provided, that such settlement shall be accelerated upon the consummation of subsection 5(b) below, a Change in Control that is also a change in control event” within the number meaning of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance Section 409A of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reasonCode. (b) All obligations Upon the settlement of a vested Restricted Stock Unit, the Company shall pay to Participant an amount equal to one share of common stock, par value $0.01, of the Company. As determined by the Committee (as defined below), the Company shall pay such amount in (x) cash, (y) shares of common stock of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related ItemsShares”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company ) or the Grantee’s employer(z) any combination thereof. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Any fractional shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) common stock may be required to withhold or account for Tax-Related Items settled in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agentscash, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the GranteeCommittee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Itemselection. (c) Notwithstanding the foregoing, anything in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event the Company shall not have any obligation to issue or transfer any Shares as contemplated by this Agreement unless and until such issuance or transfer complies with all relevant provisions of law. As a condition to the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A any portion of the Code unlessRSU Award evidenced by this Agreement, and solely Participant may be required to deliver certain documentation to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisionCompany. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (ai) The Grantee shall receive paymentprovisions of Section 9(d)(ii) of the Plan are incorporated herein by reference and made a part hereof and, in accordance therewith, subject to satisfaction of the Grantee's tax withholding obligations as described belowSection 2(b)(i), with respect to such vested any Vested Restricted Stock Units shall be settled as soon as reasonably practicable (and, in any event, within two and one-half months) following the form earliest to occur of shares of Company Stock on (x) the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices termination of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the GranteeParticipant’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld Employment by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer Participant for any reason other than (1) make no representations by the Company for Cause or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit by the Participant at a time when grounds exist for a termination with Cause, (y) a Change of Control and (z) the fifth (5th) anniversary of the Date of Grant. (ii) Upon the settlement of a Vested Restricted Stock Unit, the Company shall (or shall cause 313 Acquisition LLC, a Delaware limited liability company (“Parent”) to) pay to and are under no the Participant an amount equal to one share of Common Stock. As determined by the Committee, the Company or Parent shall pay such amount in (w) cash, (x) shares of Common Stock valued at Fair Market Value, (y) shares or units of capital stock of Parent or one of Parent’s majority-owned Subsidiaries that beneficially owns, directly or indirectly, a majority of the voting power of the Company’s capital stock (“Alternative Equity”) valued at Fair Market Value (measured as though all references to Common Stock in such definition of “Fair Market Value” in the Plan were replaced with Alternative Equity) or (z) any combination thereof. For the avoidance of doubt, it is the expectation of the Committee that the RSU Award will be settled in shares of Common Stock or Alternative Equity issued by Parent or another majority parent entity to the Company. Any fractional shares of Common Stock or Alternative Equity may be settled in cash, at the Committee’s election. (iii) Notwithstanding anything in this Agreement to the contrary, neither the Company nor Parent shall have any obligation to structure issue or transfer any shares of Common Stock or Alternative Equity as contemplated by this Agreement unless and until such issuance or transfer complies with all relevant provisions of law. As a condition to the terms settlement of any portion of the grant or any aspect of RSU Award evidenced by this Agreement, the Restricted Stock Units to reduce or eliminate Participant shall execute the Grantee’s liability for Tax-Related Items or achieve any particular tax result. FurtherStockholders’ Agreement (provided that, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory Participant is already a party to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regardStockholders’ Agreement, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of then the shares of Company Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for Alternative Equity acquired as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock RSU Award shall be automatically become subject to the condition that if at such agreement(s) without any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereoffurther action).

Settlement of Restricted Stock Units. Each Vested Unit will be settled by the delivery of one share of Common Stock or cash in an amount equivalent to the value of one share of Common Stock (a) The Grantee shall receive paymentor any combination of cash and Common Stock as may be determined in the sole discretion of the Administrator), subject to satisfaction adjustment under Section 10 of the Grantee's tax withholding obligations as described belowPlan, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoingParticipant or, in the event that (i) of the Grantee is subject Participant's death, to the CompanyParticipant's policy permitting employees to sell shares of Company Stock only during certain "window" periodsestate, in effect from time to time heir or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Granteebeneficiary, as determined by soon as practicable following the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution applicable Vesting Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day March 15 of the third calendar month year that immediately follows the end of the calendar year following Applicable Period; provided that the calendar year in which the Original Distribution Date occurs. In Participant has satisfied all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unlesstax withholding obligations described in Section 6 below, and solely to that the extent thatParticipant has completed, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or signed and returned any successor provision. (d) The obligation of documents and taken any additional action that the Company deems appropriate to deliver Company Stock shall be subject enable it to accomplish the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification delivery of the shares of Company Common Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval and/or cash. The issuance of any governmental regulatory body is necessary shares of Common Stock hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or desirable by crediting shares in an account established on the Participant's behalf with a brokerage firm or other custodian, in each case as a condition ofdetermined by the Company. Fractional shares will not be issued pursuant to the Award. Notwithstanding the above, (i) for administrative or in connection withother reasons, the Company may from time to time temporarily suspend the issuance of shares of Common Stock in respect of Vested Units, (ii) the Company Stock, the shall not be obligated to deliver any shares of the Common Stock during any period when the Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to determines that the Board. The issuance delivery of shares hereunder would violate any federal, state or other applicable laws, (iii) the Company may issue shares of Company Common Stock to the Grantee pursuant to this Agreement is hereunder subject to any applicable taxes restrictive legends that, as determined by the Company's counsel, are necessary to comply with securities or other regulatory requirements, and (iv) the date on which shares are issued hereunder may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereofadministrative matters.

Settlement of Restricted Stock Units. (a) The Grantee shall Each Restricted Stock Unit represents the right to receive paymentone share of Stock, subject to satisfaction the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Executive on the books and records of the Grantee's tax withholding obligations as described belowCompany (the "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, with respect no later than the last day of Fiscal Year following the applicable Vesting Date, the Company shall (i) issue and deliver to such the Executive the number of shares of Stock equal to the number of vested Restricted Stock Units in (rounded up to the form of shares of Company Stock nearest whole share); and (ii) enter the Executive's name on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices books of the Company are open for business. The Grantee is not required as the shareholder of record with respect to make any monetary payment the shares of Stock delivered to the Executive (other than applicable tax withholding, if required) which entry shall be deemed made as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to day following the Grantee, in settlement last day of each applicable Fiscal Year notwithstanding any later delivery of the Grantee's vested Restricted Stock Units and corresponding shares of Common Stock). Notwithstanding the foregoing, but subject to the provisions of subsection 5(bthe preceding clause (ii) and Section 16 below, the number of whole any shares of Company Stock that equals the number to be issued in settlement of whole Restricted Stock Units that become vested(i) under Section 5(a) or (b) above shall be issued no later than March 15 following the last day of the Fiscal Year in which the Executive (or heirs or estate thereof) is deemed vested therein, and (ii) under Section 5(c) above shall be issued no later than such vested time as may be necessary or required in order for the Executive to be deemed the lawful owner and holder of record of the shares of Stock to be issued thereunder as of the effective date and time of the Change in Control. (c) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Executive. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the unvested Restricted Stock Units will be forfeited by the Executive and all of the Executive's rights to shares issuable thereunder shall immediately terminate and cease without any payment or consideration by the Company. (d) The Executive shall have no rights in, to or under the shares of Stock to be outstanding issued upon the vesting of the Restricted Stock Units unless and until the vesting conditions set forth herein are satisfied and, until such date, shall have no rights of a shareholder of the Company including, without limitation, no right to vote such shares and no right to receive any dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, if during any Fiscal Year, the Company declares a dividend or distribution, whether in cash or other property, then, concurrent with the issuance of the shares of Company Stock. Upon issuance of , if any, to the Executive for such sharesFiscal Year, the Company will determine shall pay to the form Executive that amount of delivery (e.g., a stock certificate cash or electronic entry evidencing such shares) and may deliver other property which the Executive would have received had the Executive been the record holder of such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator record date for such dividend or such other broker-dealer as the Company may choose at its sole discretion, within reasondistribution. (be) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, Upon vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold issue stock certificates or evidence the Executive's interest therein by using a book entry account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisiontransfer agent. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (a) The Grantee shall Each Restricted Stock Unit represents the right to receive paymentone share of Stock, subject to satisfaction the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Employee on the books and records of the Grantee's tax withholding obligations as described belowCompany (the "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, with respect no later than the last day of Fiscal Year following the applicable Vesting Date, the Company shall (i) issue and deliver to such the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units in (rounded up to the form of shares of Company Stock nearest whole share); and (ii) enter the Employee's name on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices books of the Company are open for business. The Grantee is not required as the shareholder of record with respect to make any monetary payment the shares of Stock delivered to the Employee (other than applicable tax withholding, if required) which entry shall be deemed made as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to day following the Grantee, in settlement last day of each applicable Fiscal Year notwithstanding any later delivery of the Grantee's vested Restricted Stock Units and corresponding shares of Common Stock). Notwithstanding the foregoing, but subject to the provisions of subsection 5(bthe preceding clause (ii) and Section 16 below, the number of whole any shares of Company Stock that equals the number to be issued in settlement of whole Restricted Stock Units that become vested(i) under Section 5(a) or (b) above shall be issued no later than March 15 following the last day of the Fiscal Year in which the Employee (or heirs or estate thereof) is deemed vested therein, and (ii) under Section 5(c) above shall be issued no later than such vested Restricted Stock Units will terminate and cease time as may be necessary or required in order for the Employee to be outstanding upon such issuance deemed the lawful owner and holder of record of the shares of Company Stock. Upon issuance Stock to be issued thereunder as of such shares, the Company will determine effective date and time of the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reasonChange in Control. (bc) All obligations of the Company under this Agreement shall be subject Subject to the rights of the Company or the Grantee’s employer as any exceptions set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company this Agreement or the Grantee’s employer takes with respect to any or all income taxPlan, social insurance, payroll tax, payment on account or other tax-related items related prior to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stockhereunder, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.rights relating thereto

Settlement of Restricted Stock Units. (a) The Grantee shall Each Restricted Stock Unit represents the right to receive paymentone share of Stock, subject to satisfaction the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Employee on the books and records of the Grantee's tax withholding obligations as described belowCompany (the "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, with respect no later than the last day of Fiscal Year following the applicable Vesting Date, the Company shall (i) issue and deliver to such the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units in (rounded up to the form of shares of Company Stock nearest whole share); and (ii) enter the Employee's name on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices books of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment the shareholder of the Restricted Stock Units. The Company will issue record with respect to the Granteeshares of Stock delivered to the Employee. Notwithstanding the foregoing, in settlement of the Grantee's vested Restricted Stock Units and but subject to the provisions of subsection 5(b) Section 15 below, the number of whole any shares of Company Stock that equals the number to be issued in settlement of whole Restricted Stock Units that become vested(i) under Section 4(a) or (b) above shall be issued no later than March 15 following the last day of the Fiscal Year in which the Employee is deemed vested therein, and (ii) under Section 4(c) above shall be issued no later than such vested time as may be necessary or required in order for the Employee to be deemed the lawful owner and holder of record of the shares of Stock to be issued thereunder as of the effective date and time of the Change in Control. (c) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the unvested Restricted Stock Units will be forfeited by the Employee and all of the Employee's rights to shares issuable thereunder shall immediately terminate and cease without any payment or consideration by the Company. (d) The Employee shall have no rights in, to be outstanding upon such issuance of or under the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action issued upon the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect vesting of the Restricted Stock UnitsUnits unless and until the vesting conditions set forth herein are satisfied and, until such date, shall have no rights of a shareholder of the Company including, but not limited towithout limitation, the grant, no right to vote such shares and no right to receive any dividends or other distributions paid with respect to such shares. (e) Upon vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold issue stock certificates or evidence the Employee's interest therein by using a book entry account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisiontransfer agent. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. In making this election, the following rules apply: ● The RSUs were granted on [insert date] (athe “Date of Grant”) The Grantee shall receive paymentpursuant to an Agreement, subject to satisfaction of the Grantee's tax withholding obligations as described below, your continued service with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between through the Date of Grant and are subject to the date terms of any relevant taxable this Election Form (to the extent completed and returned by you), the Agreement and the Stock Incentive Plan. ● Unless otherwise specified, capitalized terms used but not defined in this Election Form shall have the meaning attributed to them in the Agreement or tax withholding eventthe Stock Incentive Plan, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required . ● If you wish to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination defer settlement of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee RSUs, you must complete this Election Form by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through Election Deadline and select a voluntary sale or through a mandatory sale arranged by the Company (settlement date on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of which you will receive the shares of Company Common Stock are held back solely for underlying the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay RSUs to the Company or the Grantee’s employerextent such RSUs become vested. ● If you do not wish to defer settlement of your RSU, you do not need to complete this Election Form as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Common Stock or underlying your vested award will automatically be paid to you as specified in the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Agreement. ● Notwithstanding the foregoing, if you fail to complete and timely submit this Election Form for any reason, the shares of Common Stock underlying your RSU will be paid to you on the date specified in the Agreement that would have been paid absent a deferral election. ● Further notwithstanding, if an accelerated vesting event that occurs due to your death, disability (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unlessCode) or the occurrence of a Change of Control (within the meaning of section 409A of the Code) as provided in the Agreement or the Stock Incentive Plan, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition ofresult of such event, or in connection with, vesting occurs less than 12 months after the issuance of shares of Company StockElection Deadline, the shares of Company Common Stock may not underlying your RSU will be issued paid to you on the date specified in whole or in part unless such listing, registration, qualification, consent or approval shall the Agreement that the retainer would have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereofpaid absent a deferral election.

Settlement of Restricted Stock Units. 7.1. Within ten (a10) The Grantee shall receive payment, subject to satisfaction days following the earliest of (i) the date of the consummation of a Change in Control, (ii) the Grantee's tax withholding obligations as described below’s Termination pursuant to Section 4.1 of this Agreement, (iii) the date of the consummation of a Qualifying Sale or (iv) the date of the expiration of the underwriter’s lockup agreed to by the Company in an IPO, the Company shall issue to Grantee (or, if applicable, the Grantee’s estate) one (1) Share with respect to such vested each Restricted Stock Units in the form Unit that is an Accrued RSU as of shares of Company Stock on the date that of such event (including, for the Restricted Stock Units become vested and nonforfeitable. Howeveravoidance of doubt, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vestedAccrued RSUs due to the occurrence of such event). In the case of an issuance pursuant to clause (i) of this Section 7.1, the Company may provide for such issuance prior to, but subject to the consummation of, the Change in Control. 7.2. Following the occurrence of an IPO, but subject to Section 3 and such vested Section 4 of this Agreement, the Grantee’s outstanding Restricted Stock Units will terminate and cease shall continue to be outstanding upon accrue in accordance with the schedule set forth in Section 3. Within ten (10) days following such issuance of the shares of Company Stock. Upon issuance of such sharesRestricted Stock Units becoming Accrued RSUs pursuant to Section 3, the Company will determine shall issue to Grantee one (1) Share with respect to each such Accrued RSU. For the form avoidance of delivery (e.g.doubt, the Grantee shall not be entitled to an issuance of a stock certificate Share with respect to an Accrued RSU with respect to which an issuance has already been made pursuant to Section 7.1 or electronic entry evidencing such shares) and may deliver such shares this Section 7.2 of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reasonthis Agreement. (b) All obligations 7.3. The issuance of the Company under Shares pursuant to this Agreement shall be subject to and conditioned upon the rights Grantee’s execution of the Shareholders Agreement. Notwithstanding anything to the contrary contained herein, no Shares shall be issued to any person other than the Grantee unless such other person presents documentation to the Company, which demonstrates to the reasonable satisfaction of the Company or the Granteesuch person’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related right to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Itemstransfer. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (a) The Grantee shall receive paymentOnce vested, subject to satisfaction of the Grantee's tax withholding obligations as described below, with respect to such vested each Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. HoweverUnit becomes a “Vested Unit.” Subject to Section 6 hereof, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate this Award or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement any portion thereof shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld occur by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance issuing and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory delivering to the Company and/or Employee the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject equal to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the PlanVested Units. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, Except in the event that (i) of the Grantee is subject to Employee’s Retirement, settlement shall occur promptly following the Company's policy permitting employees to sell shares vesting date and the satisfaction of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on requirement under Section 2 for a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open marketRelease, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in any event no event later than the fifteenth day of the third calendar month March 15 of the calendar year immediately following the calendar year in which the Original Distribution Date such vesting occurs. In all casesthe event of the Employee’s Retirement, settlement shall occur during the issuance and delivery second month of shares the second calendar quarter following the date of Company Stock under this Agreement the Employee’s Retirement, or as soon as reasonably practicable thereafter. If the Employee is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such deemed a manner. Notwithstanding anything in “specified employee” within the Plan to meaning of Section 409A of the contraryCode, in no event shall as determined by the Board exercise its discretion to accelerate Committee, at a time when the payment or Employee becomes eligible for settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation upon his “separation from service” within the meaning of section Section 409A of the Code unlessCode, and solely then to the extent thatnecessary to prevent any accelerated or additional tax under Section 409A of the Code, such accelerated payment settlement will be delayed until the earlier of: (a) the date that is six months following the Employee’s separation from service or settlement is permissible under U.S. Treas(b) the Employee’s death. Reg. § 1.409A- 3(j)(4) Notwithstanding any other provisions of this Agreement, the issuance or delivery of any Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any successor provisionrequirements of any law or regulation applicable to the issuance or delivery of such Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. (db) The obligation If the employment of the Employee with the Employer terminates prior to the vesting date, and there exists a dispute between the Employee and the Employer or the Committee as to the satisfaction of the conditions to the vesting of some or all of the Restricted Stock Units or the terms and conditions of the grant, the Restricted Stock Units shall remain unvested until the resolution of such dispute, except that any Dividend Equivalents relating to dividends that may be payable to the holders of record of Stock as of a date during the period from termination of the Employee’s employment to the resolution of such dispute shall: (1) to the extent to which such Dividend Equivalents would have been payable to the Employee under the terms hereof, be held by the Company to deliver Company Stock as part of its general funds, and shall be subject paid to or for the account of the Employee only upon, and in the event of, a resolution of such dispute in a manner favorable to the condition that if at any time the Board shall determine in its discretion that the listingEmployee, registration or qualification and then only with respect to such of the shares Restricted Stock Units as to which such resolution shall be so favorable, and (2) be retained by the Company in the event of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval a resolution of any governmental regulatory body is necessary or desirable as such dispute in a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable manner unfavorable to the Board. The issuance of shares of Company Stock Employee only with respect to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations such of the United States or of any state or U.S. or foreign government having jurisdiction thereofRestricted Stock Units as to which such resolution shall be so unfavorable.

Settlement of Restricted Stock Units. 6.1. Except as otherwise provided within this Agreement, not more than thirty (a30) The days after the date of the Vesting Date (or such earlier date of vesting as described in Sections 4 or 5 above, if applicable), the Company will pay or deliver to the Grantee shall receive payment, subject to satisfaction (or in the case of the Grantee's tax withholding obligations as described below’s death, the Grantee’s Beneficiary or, if none, the Grantee’s estate), in the Committee’s sole discretion, with respect to such each vested Restricted Stock Units in Unit subject to this Agreement, and subject to the form satisfaction of shares Section 11 below: (a) one Share, (b) an amount of Company Stock cash equal to the Fair Market Value of one Share on the date that Vesting Date, or (c) any combination of the foregoing. The value of any fractional Restricted Stock Units become vested and nonforfeitable. HoweverUnits, if a scheduled issuance date falls on a Saturdayany, Sunday shall be rounded down at the time Shares or U.S. federal holiday, such issuance date shall instead fall on cash payments are issued or paid to the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of in connection with the Restricted Stock Units. No fractional Shares, nor the cash value of any fractional Shares, will be issuable or payable to the Grantee pursuant to this Agreement. Neither this Section 6 nor any action taken pursuant to or in accordance with this Section 6 shall be construed to create a trust or a funded or secured obligation of any kind. 6.2. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares, if any, pursuant to this Agreement will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed, including any shareholder approval requirements necessary to issue the Shares (the “Share Issuance Restrictions”). No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any Shares subject to the Restricted Stock Units will relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate persons to make Shares available for issuance. If the issuance of any Shares hereunder is not permissible under the Share Issuance Restrictions or for any other reason described above, then the Committee may, in its sole discretion, take any of the following actions: (i) pay to the Grantee, with respect to one or more Shares subject to this Agreement, an amount of cash equal to the Fair Market Value of such Share(s), (ii) cancel this Award or any portion thereof, (iii) provide to the Grantee any alternative compensation in lieu of any or all of the Shares, (iv) any combination of the foregoing, or (v) elect any other response that it deems appropriate to respond to the Share Issuance Restrictions or other reasons described above as the Committee may determine in its sole discretion. 6.3. The Grantee may receive, hold, sell or otherwise dispose of any Shares delivered to him or her pursuant to this Section 6 hereof free and clear of the Restrictions, but subject to compliance with all federal, state and other similar securities laws and the Company’s xxxxxxx xxxxxxx policies and stock ownership requirements. 6.4. Notwithstanding Section 6.1 of this Agreement, and to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance and regulations promulgated thereunder (“Section 409A”), if the Grantee is a “specified employee” as defined under Section 409A and would be eligible to receive Shares or cash in settlement of the Grantee's vested Restricted Stock Units and granted hereunder that are subject to Section 409A upon a termination of his or her employment, such Grantee (or his or her estate, in the provisions event of subsection 5(bGrantee’s death) below, will not be entitled to settlement of such units until the number earlier of whole shares of Company Stock that equals (a) the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance expiration of the shares of Company Stock. Upon issuance six (6)-month period measured from the date of such shares, Grantee’s “separation from service” (within the Company will determine the form meaning of delivery (e.g., a stock certificate Section 409A) or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations the date of such Grantee’s death. Upon the expiration of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth applicable Section 409A deferral period described in the Plan to withhold amounts required to be withheld for any taxesforegoing sentence, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock UnitsUnits will be made in cash, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer Shares (or former employer, otherwise as applicabledescribed in Sections 6.1 and 6.2) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, a lump sum as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due soon as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open marketpracticable, but in no event later than the fifteenth day of the third calendar month of the calendar year thirty (30) days following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisionexpired period. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (a) The Grantee Upon the expiration of the Restriction Period, Donaldson shall receive paymentcause to be issued to the Employee, subject or to the Employee’s estate in the event of the Employee’s death, one (1) share of Common Stock in payment and settlement of each vested Restricted Stock Unit. Donaldson shall cause the shares of Common Stock issuable in connection with the vesting of any such Restricted Stock Units to be issued as soon as practicable after the Restriction Period, but in all events no later than 30 days after the Restriction Period, and the Employee shall have no power to affect the timing of such issuance. Such issuance shall be evidenced by a stock certificate or appropriate entry on the books of Donaldson or a duly authorized transfer agent of Donaldson and shall be in complete settlement and satisfaction of the Grantee's tax withholding obligations as described below, with respect to such vested Restricted Stock Units. Notwithstanding the foregoing, if the Employee is resident or provides services outside of the United States, Xxxxxxxxx, in its sole discretion, may provide for the settlement of the Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if of: (i) a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary cash payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue in an amount equal to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance Fair Market Value of the shares of Company Common Stock as of the vesting date that corresponds to the number of vested Restricted Stock Units, to the extent settlement in shares of Common Stock (i) is prohibited under local law, (ii) would require the Employee, Donaldson or any Affiliate to obtain the approval of any governmental or regulatory body in the Employee’s country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for the Employee, Donaldson or any Affiliate, or (iv) is administratively burdensome; or (ii) shares of Common Stock. Upon issuance of such shares, but require the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver Employee to sell such shares of Company Common Stock immediately or within a specified period following the Employee’s termination of employment (in which case, the Employee agrees that Donaldson shall have the authority to issue sale instructions in relation to such shares of Common Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reasonEmployee’s behalf). (b) All obligations If the Employee is a taxpayer of the Company under this Agreement United States of America (“U.S.”) and has attained or will attain age 55 prior to the expiration of the Restriction Period applicable to Restricted Stock Units, such Restricted Stock Units shall be treated as “deferred compensation” subject to the rights section 409A of Code. In such case, if those Restricted Stock Units vest and become payable on account of the Company or Employee’s termination of employment, the Grantee’s employer Restricted Stock Units shall not become payable (even though non‑forfeitable) unless the termination constitutes a “separation from service” as set forth defined in Treasury Regulations promulgated under section 409A of the Plan to withhold amounts required to be withheld for any taxesCode. In addition, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll taxEmployee is a Specified Employee, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect separation from service hereunder shall be made as of the Restricted Stock Units, including, but not limited to, date that is six (6) months following the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and Employee’s separation from service (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Furtheror, if earlier, upon the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the GranteeEmployee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorizationdeath); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. 4.1 Each Vested Unit will be settled by the delivery of one share of Common Stock (a) The Grantee shall receive payment, subject to satisfaction adjustment under paragraph 5.3 of this Agreement) to the Participant or, in the event of the Grantee's tax withholding Participant’s death, to the Participant’s legal representatives or heirs, on or as soon as possible following the applicable Vesting Date; provided that the Participant has satisfied all of the obligations as described belowin paragraph 6 of this Agreement, with respect and that the Participant has completed, signed and returned any documents and taken any additional action that the Company deems appropriate to such vested Restricted Stock Units in enable it to accomplish the form delivery of the shares of Company Stock on the Common Stock. 4.2 The date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole upon which shares of Company Common Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease are to be outstanding upon such issued under this paragraph 4 is referred to as the “Settlement Date.” The issuance of the shares of Company Stock. Upon Common Stock hereunder may be effected by the issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such certificate, recording shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights records of the Company or by crediting shares in an account established on the GranteeParticipant’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes behalf with respect to any or all income tax, social insurance, payroll tax, payment on account a brokerage firm or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoingcustodian, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, each case as determined by the Participant. Fractional shares will not be issued pursuant to the Award. 4.3 Notwithstanding the above, prior to a Change of Control (a) the Company in accordance with such policy, or does shall not occur on a date be obligated to deliver any shares of Common Stock during any period when the Grantee is otherwise permitted to sell Company determines that the delivery of shares of Company Stock in the open markethereunder would violate any federal, state or other applicable laws, and (iib) the date on which shares are issued hereunder may include a delay in order to provide the Company elects not such time as it determines appropriate to satisfy its address tax withholding obligations by withholding shares of Company Stock from and other administrative matters. Notwithstanding the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied above delay for administrative or other reasons provided for in accordance with Section 5(b)clause (b) above, then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event will the such issuance of shares be delayed beyond the later than of the fifteenth end of the calendar year or the 15th day of the third calendar month of after the calendar year following the calendar year month in which the Original Distribution Settlement Date occurs. In all cases, the issuance and delivery of shares of Company Stock or such other time as permitted under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section Section 409A of the Internal Revenue Code unlessof 1986, as amended (the “Code”), and solely to the extent that, such accelerated payment or settlement is permissible regulations thereunder without the imposition of any additional taxes under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation Section 409A of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereofCode.

Settlement of Restricted Stock Units. 6.1. Except as otherwise provided within this Agreement, not more than thirty (a30) The days after the Vesting Date (or such earlier date of vesting as described in Sections 4 or 5 above, if applicable), the Company will pay or deliver to the Grantee shall receive payment, subject to satisfaction (or in the case of the Grantee's tax withholding obligations as described below’s death, the Grantee’s Beneficiary or, if none, the Grantee’s estate), in the Committee’s sole discretion, with respect to such each vested Restricted Stock Units Unit subject to this Agreement, and subject to the satisfaction of Section 11 below: (a) one Share, (b) an amount of cash equal to the Fair Market Value of one Share on the Vesting Date (or such earlier date of vesting), or (c) any combination of the foregoing. The value of any fractional Restricted Stock Units, if any, shall be rounded down at the time Shares or cash payments are issued or paid to the Grantee in connection with the vested Restricted Stock Units. No fractional Shares, nor the cash value of any fractional Shares, will be issuable or payable to the Grantee pursuant to this Agreement. Neither this Section 6 nor any action taken pursuant to or in accordance with this Section 6 shall be construed to create a trust or a funded or secured obligation of any kind. 6.2. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares, if any, pursuant to this Agreement will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed, including any shareholder approval requirements necessary to issue the Shares (the “Share Issuance Restrictions”). No Shares will be issued if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued unless (a) a registration statement under the Securities Act is at the time of issuance in effect with respect to the shares issued or (b) in the form opinion of shares legal counsel to the Company, the Shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company Stock on to obtain from any regulatory body having jurisdiction the date that authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any Shares subject to the Restricted Stock Units become vested will relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority has not been obtained. As a condition to any issuance, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and nonforfeitableto make any representation or warranty with respect to such compliance as may be requested by the Company. HoweverFrom time to time, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices Board and appropriate officers of the Company are open authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate persons to make Shares available for businessissuance. The Grantee If the issuance of any Shares hereunder is not required to make permissible under the Share Issuance Restrictions or for any monetary payment (other than applicable tax withholdingreason described above, if required) as a condition to settlement and payment then the Committee may, in its sole discretion, take any of the Restricted Stock Units. The Company will issue following actions: (i) pay to the Grantee, with respect to one or more Shares subject to this Agreement, an amount of cash equal to the Fair Market Value of such Share(s), (ii) cancel this Award or any portion thereof, (iii) provide to the Grantee any alternative compensation in lieu of any or all of the Shares, (iv) any combination of the foregoing, or (v) elect any other response that it deems appropriate to respond to the Share Issuance Restrictions or other reasons described above as the Committee may determine in its sole discretion. 6.3. The Grantee may receive, hold, sell or otherwise dispose of any Shares delivered to him or her pursuant to this Section 6 free and clear of the Restrictions, but subject to compliance with all federal, state and other similar securities laws and the Company’s xxxxxxx xxxxxxx policies and stock ownership requirements. 6.4. The Company intends that payments under this Agreement be exempt from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance and regulations promulgated thereunder (“Section 409A”). This Agreement shall be operated and interpreted consistent with the foregoing intent; provided, that the Company makes no representation that the Agreement complies with Section 409A and shall have no liability to the Grantee for any failure to comply with Section 409A. Notwithstanding Section 6.1 of this Agreement, and to the extent required by Section 409A, if the Grantee is a “specified employee” as defined under Section 409A and would be eligible to receive Shares or cash in settlement of the Grantee's vested Restricted Stock Units and granted hereunder that are subject to Section 409A upon his or her “separation from service” (within the provisions meaning of subsection 5(b) belowTreasury Regulation § 1.409A-1(h)), such settlement may not be made before the number of whole shares of Company Stock that equals date which is six months after the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance date of the shares specified employee’s separation from service (or if earlier, upon the specified employee’s death) unless the payment or distribution is exempt from the application of Company StockSection 409A by reason of the short term deferral exemption or otherwise. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations expiration of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth applicable Section 409A deferral period described in the Plan to withhold amounts required to be withheld for any taxesforegoing sentence, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant Units will be made in cash or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer Shares (or former employer, otherwise as applicabledescribed in Sections 6.1 and 6.2) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, a lump sum as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due soon as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open marketpracticable, but in no event later than the fifteenth day of the third calendar month of the calendar year thirty (30) days following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisionexpired period. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (a) The Grantee shall Each Restricted Stock Unit represents the right to receive paymentone share of Stock, subject to satisfaction the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Employee on the books and records of the GranteeCompany (the "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, no later than the last day of Fiscal Year following the applicable Vesting Date, the Company shall (i) issue and deliver to the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units (rounded up to the nearest (c) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the unvested Restricted Stock Units will be forfeited by the Employee and all of the Employee's tax withholding obligations as described belowrights to shares issuable thereunder shall immediately terminate without any payment or consideration by the Company. (d) The Employee shall have no rights in, to or under the shares of Stock to be issued upon the vesting of the Restricted Stock Units unless and until the vesting conditions set forth herein are satisfied and, until such date, shall have no rights of a shareholder of the Company including, without limitation, no right to vote such shares and no right to receive any dividends or other distributions paid with respect to such vested Restricted Stock Units in shares. Notwithstanding the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. Howeverforegoing, if a scheduled issuance date falls on a Saturdayduring any Fiscal Year, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (declares a dividend or distribution, whether in cash or other than applicable tax withholdingproperty, if required) as a condition to settlement and payment of then, concurrent with the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of , if any, to the Employee for such sharesFiscal Year, the Company will determine shall pay to the form Employee that amount of delivery (e.g., a stock certificate cash or electronic entry evidencing such shares) and may deliver other property which the Employee would have received had the Employee been the record holder of such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator record date for such dividend or such other broker-dealer as the Company may choose at its sole discretion, within reasondistribution. (be) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, Upon vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold issue stock certificates or evidence the Employee's interest therein by using a book entry account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisiontransfer agent. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (a) The Grantee shall Each Restricted Stock Unit represents the right to receive paymentone share of Stock, subject to satisfaction the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Employee on the books and records of the Grantee's tax withholding obligations as described belowCompany (the "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, with respect no later than the last day of Fiscal Year following the applicable Vesting Date, the Company shall (i) issue and deliver to such the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units in (rounded up to the form of shares of Company Stock nearest whole share); and (ii) enter the Employee's name on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices books of the Company are open for business. The Grantee is not required as the shareholder of record with respect to make any monetary payment the shares of Stock delivered to the Employee (other than applicable tax withholding, if required) which entry shall be deemed made as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to day following the Grantee, in settlement last day of each applicable Fiscal Year notwithstanding any later delivery of the Grantee's vested Restricted Stock Units and corresponding shares of Common Stock). Notwithstanding the foregoing, but subject to the provisions of subsection 5(bthe preceding clause (ii) and Section 15 below, the number of whole any shares of Company Stock that equals the number to be issued in settlement of whole Restricted Stock Units that become vested(i) under Section 4(a) or (b) above shall be issued no later than March 15 following the last day of the Fiscal Year in which the Employee is deemed vested therein, and (ii) under Section 4(c) above shall be issued no later than such vested time as may be necessary or required in order for the Employee to be deemed the lawful owner and holder of record of the shares of Stock to be issued thereunder as of the effective date and time of the Change in Control. 7416312.4 (c) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the unvested Restricted Stock Units will be forfeited by the Employee and all of the Employee's rights to shares issuable thereunder shall immediately terminate and cease without any payment or consideration by the Company. (d) The Employee shall have no rights in, to or under the shares of Stock to be outstanding issued upon the vesting of the Restricted Stock Units unless and until the vesting conditions set forth herein are satisfied and, until such date, shall have no rights of a shareholder of the Company including, without limitation, no right to vote such shares and no right to receive any dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, if during any Fiscal Year, the Company declares a dividend or distribution, whether in cash or other property, then, concurrent with the issuance of the shares of Company Stock. Upon issuance of , if any, to the Employee for such sharesFiscal Year, the Company will determine shall pay to the form Employee that amount of delivery (e.g., a stock certificate cash or electronic entry evidencing such shares) and may deliver other property which the Employee would have received had the Employee been the record holder of such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator record date for such dividend or such other broker-dealer as the Company may choose at its sole discretion, within reasondistribution. (be) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, Upon vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold issue stock certificates or evidence the Employee's interest therein by using a book entry account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisiontransfer agent. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. Subject to other applicable provisions of this Agreement (a) The Grantee shall receive payment, subject to satisfaction of and any applicable deferral election made by the Grantee's tax withholding obligations as described below, Director with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, includingincluding without limitation any deferral election permitted under the Company’s Directors Compensation Policy), but not limited to, later than 30 days after the grant, vesting or settlement lapse of the Restriction Period (or, as applicable, not later than 30 days after the applicable settlement payment date set forth in a deferral election, including without limitation any deferral election permitted under the Company’s Directors Compensation Policy) with respect to any Restricted Stock Units, the issuance Company shall issue to the Director one share of Common Stock underlying each Restricted Stock Unit as to which the Restriction Period has lapsed, or, if the Committee so determines in its sole discretion, an amount in cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Company Common Stock upon settlement of the Restricted Stock Units, the subsequent sale of and cash having an aggregate Fair Market Value equal to such shares of Company Stock acquired pursuant Common Stock. Notwithstanding the preceding sentence, if the Restriction Period applicable to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become which constitutes “deferred compensation” subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination Section 409A of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due Code lapses as a result of any aspect of the Grantee’s participation a Change in Control that does not qualify as a “change in the Plan. Finally, the Grantee shall pay to ownership or effective control” of the Company or “in the Grantee’s employer, as ownership of a substantial portion of the case may be, any amount assets” of Tax- Related Items that the Company or within the Grantee’s employer may be required to withhold or account for as a result meaning of Section 409A of the Grantee’s participation in Code, then the Plan that canCompany shall not be satisfied by settle such Restricted Stock Units until the means previously described. The Company may refuse to issue or deliver 30th day following the shares earlier of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares Director’s cessation of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, Board service and (ii) the Company elects not originally scheduled settlement payment date of such Restricted Stock Units. For the avoidance of doubt, the preceding two sentences are subject to satisfy its tax withholding obligations by withholding shares Section 7(g) of Company Stock from this Agreement and Section 11.9 of the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s electionPlan. Upon issuance, such shares of Company Common Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" sold, transferred, pledged, assigned or otherwise alienated or hypothecated in compliance with all applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open marketlaw, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended and any other agreement to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in which such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Boardare subject. The issuance of shares of Company Stock to the Grantee Director’s settlement rights pursuant to this Agreement is subject to shall be no greater than the right of any applicable taxes and other laws or regulations unsecured general creditor of the United States or of any state or U.S. or foreign government having jurisdiction thereofCompany.

Settlement of Restricted Stock Units. 6.1. Except as otherwise provided within this Agreement, not more than thirty (a30) The days after the Vesting Date (or such earlier date of vesting as described in Sections 4 or 5 above, if applicable), the Company will pay or deliver to the Grantee shall receive payment, subject to satisfaction (or in the case of the Grantee's tax withholding obligations as described below’s death, the Grantee’s Beneficiary or, if none, the Grantee’s estate), in the Committee’s sole discretion, with respect to such each vested Restricted Stock Units Unit subject to this Agreement, and subject to the satisfaction of Section 11 below: (a) one Share, (b) an amount of cash equal to the Fair Market Value of one Share on the Vesting Date (or such earlier date of vesting), or (c) any combination of the foregoing. The value of any fractional Restricted Stock Units, if any, shall be rounded down at the time Shares or cash payments are issued or paid to the Grantee in connection with the vested Restricted Stock Units. No fractional Shares, nor the cash value of any fractional Shares, will be issuable or payable to the Grantee pursuant to this Agreement. Neither this Section 6 nor any action taken pursuant to or in accordance with this Section 6 shall be construed to create a trust or a funded or secured obligation of any kind. 6.2. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares, if any, pursuant to this Agreement will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed, including any shareholder approval requirements necessary to issue the Shares (the “Share Issuance Restrictions”). No Shares will be issued if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued unless (a) a registration statement under the Securities Act is at the time of issuance in effect with respect to the shares issued or (b) in the form opinion of shares legal counsel to the Company, the Shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company Stock on to obtain from any regulatory body having jurisdiction the date that authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any Shares subject to the Restricted Stock Units become vested will relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority has not been obtained. As a condition to any issuance, the Company may require the Grantee to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and nonforfeitableto make any representation or warranty with respect to such compliance as may be requested by the Company. HoweverFrom time to time, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices Board and appropriate officers of the Company are open authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate persons to make Shares available for businessissuance. The Grantee If the issuance of any Shares hereunder is not required to make permissible under the Share Issuance Restrictions or for any monetary payment (other than applicable tax withholdingreason described above, if required) as a condition to settlement and payment then the Committee may, in its sole discretion, take any of the Restricted Stock Units. The Company will issue following actions: (i) pay to the Grantee, with respect to one or more Shares subject to this Agreement, an amount of cash equal to the Fair Market Value of such Share(s), (ii) cancel this Award or any portion thereof, (iii) provide to the Grantee any alternative compensation in lieu of any or all of the Shares, (iv) any combination of the foregoing, or (v) elect any other response that it deems appropriate to respond to the Share Issuance Restrictions or other reasons described above as the Committee may determine in its sole discretion. 6.3. The Grantee may receive, hold, sell or otherwise dispose of any Shares delivered to him or her pursuant to this Section 6 free and clear of the Restrictions, but subject to compliance with all federal, state and other similar securities laws and the Company’s xxxxxxx xxxxxxx policies and stock ownership requirements. 6.4. The Company intends that payments under this Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance and regulations promulgated thereunder (“Section 409A”). This Agreement shall be operated and interpreted consistent with the foregoing intent; provided, that the Company makes no representation that the Agreement complies with Section 409A and shall have no liability to the Grantee for any failure to comply with Section 409A. Notwithstanding Section 6.1 of this Agreement, and to the extent required by Section 409A, if the Grantee is a “specified employee” as defined under Section 409A and would be eligible to receive Shares or cash in settlement of the Grantee's vested Restricted Stock Units and granted hereunder that are subject to Section 409A upon a termination of his or her employment, such Grantee (or his or her estate, in the provisions event of subsection 5(bXxxxxxx’s death) below, will not be entitled to settlement of such units until the number earlier of whole shares of Company Stock that equals (a) the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance expiration of the shares of Company Stock. Upon issuance six (6)-month period measured from the date of such shares, Grantee’s “separation from service” (within the Company will determine the form meaning of delivery (e.g., a stock certificate Section 409A) or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations the date of such Xxxxxxx’s death. Upon the expiration of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth applicable Section 409A deferral period described in the Plan to withhold amounts required to be withheld for any taxesforegoing sentence, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant Units will be made in cash or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer Shares (or former employer, otherwise as applicabledescribed in Sections 6.1 and 6.2) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, a lump sum as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due soon as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open marketpracticable, but in no event later than the fifteenth day of the third calendar month of the calendar year thirty (30) days following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisionexpired period. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. ​ Except as otherwise expressly provided in Section 5 below, each Vested Unit will be settled by the delivery of one share of Common Stock (a) The Grantee shall receive payment, subject to satisfaction adjustment under Section 12 of the Grantee's tax withholding obligations as described below, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if requiredPlan) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vested, and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoingParticipant or, in the event that (i) of the Grantee is subject Participant’s death, to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periodsParticipant’s estate, in effect from time to time heir or beneficiary, promptly following the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day Scheduled Vesting Date (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth 15th day of the third calendar month following the Scheduled Vesting Date); provided that the Participant has satisfied all of the calendar year following the calendar year tax withholding obligations described in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unlessSection 7 below, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listingParticipant has completed, registration or qualification signed and returned any documents and taken any additional action that the Administrator deems appropriate to enable it to accomplish the delivery of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Common Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of the shares of Common Stock hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company Stock or by crediting shares in an account established on the Participant’s behalf with a brokerage firm or other custodian, in each case as determined by the Administrator. Fractional shares will not be issued pursuant to the Grantee pursuant Award, and will instead be rounded down. ​ Notwithstanding the above, (i) the Company shall not be obligated to this Agreement is deliver any shares of Common Stock during any period when the Company determines that the delivery of shares hereunder would violate any federal, state or other applicable laws, (ii) the Company may issue shares of Common Stock hereunder subject to any applicable taxes restrictive legends that, as determined by the Company’s counsel, are necessary to comply with securities or other regulatory requirements, and (iii) the date on which shares are issued hereunder may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other laws or regulations administrative matters (which delay shall in no event extend beyond the 15th day of the United States or third month following the Scheduled Vesting Date). ​ Dividend Equivalents shall be settled in cash (net of any state or U.S. or foreign government having jurisdiction thereof.applicable tax withholding) at the same time, and upon the same conditions, if applicable, as the Vested Units to which they relate. ​

Settlement of Restricted Stock Units. (a) The Grantee shall receive payment, Each Vested Unit will be settled by the delivery of one share of Common Stock (subject to satisfaction adjustment under Section 15 of the Grantee's tax withholding obligations as described belowPlan) to Participant or, with respect to such vested Restricted Stock Units in the form event of shares of Company Stock on Participant’s death, to Participant’s estate, heir or beneficiary, no later than thirty (30) days following the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on Committee certifies the next following day that the principal executive offices achievement of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement Performance Targets and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the resulting number of whole shares of Company Stock that equals the number of whole Restricted Stock Vested Units that become vested, (and such vested Restricted Stock Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month March 15 of the calendar year following the calendar year in which the Original Distribution Vesting Date occurs); provided that the Participant has satisfied all of the tax withholding obligations described in Paragraph 7, and that Participant has completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of the Common Stock. (b) The issuance of the Common Stock hereunder may be effected by the issuance of a stock certificate, recording shares on the stock records of the Company or by crediting shares in an account established on Participant’s behalf with a brokerage firm or other custodian, in each case as determined by the Company. In all casesFractional shares will not be issued pursuant to the Award. (c) Notwithstanding the above, (i) for administrative or other reasons, the Company may from time to time temporarily suspend the issuance and of Common Stock in respect of Vested Units, (ii) the Company shall not be obligated to deliver any shares of Common Stock during any period when the Company determines that the delivery of shares of hereunder would violate any federal, state or other applicable laws, (iii) the Company may issue Common Stock under this Agreement is intended hereunder subject to any restrictive legends that, as determined by the Company’s counsel, are necessary to comply with U.S. Treas. Reg. § 1.409A-1(b)(4securities or other regulatory requirements and (iv) and shall be construed and administered the date on which shares are issued hereunder may include a delay in such a manner. Notwithstanding anything in the Plan order to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of provide the Company such time as it determines appropriate to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes address tax withholding and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereofadministrative matters.

Settlement of Restricted Stock Units. (a) The Grantee shall receive paymentSubject to Section 6 hereof, subject to satisfaction in the event that any portion of the Grantee's tax withholding obligations as described below, with respect to such vested Restricted Stock Units in become Vested Units pursuant to Section 2(a), settlement of such portion of this Award shall occur by the form Company issuing and delivering to the Employee the number of shares of Company Stock equal to the number of Vested Units immediately (and in no event later than 30 days) following the Vesting Date. Notwithstanding the foregoing, if the Employee is a 409A Person, settlement shall occur on the Vesting Date; provided, that settlement shall be deemed to have occurred on the Vesting Date if settlement occurs on the Vesting Date or a later date within the same calendar year or, if later, by the 15th day of the third calendar month following the Vesting Date. (b) Subject to Section 6 hereof, in the event that the Restricted Stock Units become vested Vested Units pursuant to Section 2(b), settlement of this Award shall occur by the Company issuing and nonforfeitable. However, if a scheduled issuance delivering to the Employee the number of shares of Stock equal to the number of Vested Units immediately (and in no event later than 30 days) following the date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required Employee’s death. (c) Subject to make any monetary payment (other than applicable tax withholdingSection 6 hereof, if required) as a condition to settlement and payment of in the event that the Restricted Stock Units. The Units become Vested Units pursuant to Section 2(c) (clause (ii)), settlement of this Award shall occur by the Company will issue issuing and delivering to the GranteeEmployee the number of shares of Stock equal to the number of Vested Units immediately (and in no event later than 30 days) following the date on which the Employee becomes disabled. (d) Upon termination of the Employee’s employment with the Employer under circumstances contemplated by Section 2(c) (clause (i)), Section 2(d), Section 2(e) or Section 2(f), subject to Section 6 hereof and conditioned on the Employee’s satisfaction of the requirements of Section 2(g) (to the extent applicable), settlement of this Award shall occur by the Company issuing and delivering to the Employee the number of shares of Stock equal to the number of Restricted Stock Units, if any, that become Vested Units as a result of such termination of employment. Settlement shall occur within sixty (60) days after the date of the Employee’s termination of employment. (e) For purpose of this Agreement, the Employee shall be a “409A Person” if the Employee has attained age 62 or will attain age 62 on or prior to December 31 of the calendar year immediately preceding the year of the Vesting Date set forth in Section 2(a). Notwithstanding anything herein to the contrary, if the Employee is a 409A Person, the following shall apply: (i) Any termination of the Employee’s employment that triggers a settlement of the Grantee's vested Restricted Stock Units and subject to Award must constitute a “separation from service” under Section 409A of the provisions Code. In the event that a termination of subsection 5(b) belowthe Employee’s employment does not constitute a separation from service, the number of whole shares of Company Stock that equals the number of whole any Restricted Stock Units that become vested, and such vested Restricted Stock Vested Units will terminate and cease to be outstanding upon such issuance of the shares of Company Stock. Upon issuance as a result of such sharestermination of employment will be settled upon the earliest to occur of: (A) the Vesting Date (in accordance with paragraph (a) above), (B) the Company will determine Employee’s death (in accordance with paragraph (b) above), (C) the form Employee becoming disabled within the meaning of delivery Treasury Regulation 1.409A-3(i)(4)(i) (e.g.in accordance with paragraph (c) above), a stock certificate or electronic entry evidencing such shares(D) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reasonemployee’s separation from service (in accordance with paragraph (d) above). (ii) If the Employee is a “specified employee” within the meaning of Section 409A of the Code, as determined by the Committee, as of the date of the Employee’s separation from service, settlement in connection with a separation from service will be delayed until the earlier of: (a) the first payroll date after the six-month anniversary of the Employee’s separation from service or (b) All obligations the Employee’s death to the extent necessary to comply with Code Section 409A. (iii) In no event may the Employee, directly or indirectly, designate the calendar year of the Company under settlement of this Agreement shall be Award. (iv) If settlement of this Award is subject to the rights satisfaction of the Company or requirements of Section 2(g), and if the Grantee’s employer as set forth sixty (60) day period described in Section 2(g) spans two calendar years, settlement shall be made in the Plan later calendar year. (f) Notwithstanding any other provisions of this Agreement, except to withhold amounts the extent that a violation of Code Section 409A would occur, the issuance or delivery of any Stock may be postponed for such period as may be required to be withheld for any taxes, if applicable. Regardless comply with applicable requirements of any action the Company national securities exchange or the Grantee’s employer takes with respect to any requirements of any law or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally regulation applicable to the Grantee issuance or delivery of such Stock. The Company shall not be obligated to issue or deliver any Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. (“Tax-Related Items”)g) Except to the extent that a violation of Code Section 409A would occur, if the Grantee acknowledges that employment of the ultimate liability for all Tax-Related Items is Employee with the Employer terminates prior to the vesting date, and remains there exists a dispute between the Grantee’s responsibility Employee and may exceed the amount actually withheld by the Company Employer or the Grantee’s employer. The Grantee further acknowledges that Committee as to the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect satisfaction of the Restricted Stock Units, including, but not limited to, conditions to the grant, vesting of some or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect all of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if terms and conditions of the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicablegrant, the Grantee acknowledges Restricted Stock Units shall remain unvested until the resolution of such dispute, except that the Company and/or the Grantee’s employer (or former employer, as applicable) any Dividend Equivalents relating to dividends that may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory payable to the Company and/or holders of record of Stock as of a date during the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination period from termination of the followingEmployee’s employment to the resolution of such dispute shall: (i1) withholding from the Grantee’s wages or other cash compensation paid to the Grantee extent to which such Dividend Equivalents would have been payable to the Employee under the terms hereof, be held by the Company and/or as part of its general funds, and shall be paid to or for the Grantee’s employer; or (ii) withholding from proceeds account of the sale Employee only upon, and in the event of, a resolution of shares of Company Stock acquired upon vesting such dispute in a manner favorable to the Employee, and then only with respect to such of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant as to this authorization); or (iii) withholding in shares of Company Stock to which such resolution shall be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stockso favorable, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.and (c2) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined retained by the Company in accordance with the event of a resolution of such policy, or does not occur on dispute in a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable manner unfavorable to the Grantee pursuant Employee only with respect to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where as to which such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock resolution shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereofso unfavorable.

Settlement of Restricted Stock Units. (a) The Grantee shall Each Restricted Stock Unit represents the right to receive paymentone share of Stock, subject to satisfaction the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Employee on the books and records of the Grantee's tax withholding obligations as described belowCompany (the "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, with respect no later than the last day of Fiscal Year following the applicable Vesting Date, the Company shall (i) issue and deliver to such the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units in (rounded up to the form of shares of Company Stock nearest whole share); and (ii) enter the Employee's name on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices books of the Company are open for business. The Grantee is not required as the shareholder of record with respect to make any monetary payment the shares of Stock delivered to the Employee (other than applicable tax withholding, if required) which entry shall be deemed made as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to day following the Grantee, in settlement last day of each applicable Fiscal Year notwithstanding any later delivery of the Grantee's vested Restricted Stock Units and corresponding shares of Common Stock). Notwithstanding the foregoing, but subject to the provisions of subsection 5(bthe preceding clause (ii) and Section 16 below, the number of whole any shares of Company Stock that equals the number to be issued in settlement of whole Restricted Stock Units that become vested(i) under Section 5(a) or (b) above shall be issued no later than March 15 following the last day of the Fiscal Year in which the Employee (or heirs or estate thereof) is deemed vested therein, and (ii) under Section 5(c) above shall be issued no later than such vested time as may be necessary or required in order for the Employee to be deemed the lawful owner and holder of record of the shares of Stock to be issued thereunder as of the effective date and time of the Change in Control. (c) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the unvested Restricted Stock Units will be forfeited by the Employee and all of the Employee's rights to shares issuable thereunder shall immediately terminate and cease without any payment or consideration by the Company. 7714074.2 (d) The Employee shall have no rights in, to or under the shares of Stock to be outstanding issued upon the vesting of the Restricted Stock Units unless and until the vesting conditions set forth herein are satisfied and, until such date, shall have no rights of a shareholder of the Company including, without limitation, no right to vote such shares and no right to receive any dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, if during any Fiscal Year, the Company declares a dividend or distribution, whether in cash or other property, then, concurrent with the issuance of the shares of Company Stock. Upon issuance of , if any, to the Employee for such sharesFiscal Year, the Company will determine shall pay to the form Employee that amount of delivery (e.g., a stock certificate cash or electronic entry evidencing such shares) and may deliver other property which the Employee would have received had the Employee been the record holder of such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator record date for such dividend or such other broker-dealer as the Company may choose at its sole discretion, within reasondistribution. (be) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, Upon vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold issue stock certificates or evidence the Employee's interest therein by using a book entry account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisiontransfer agent. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. (a) The Grantee shall Each Restricted Stock Unit represents the right to receive paymentone share of Stock, subject to satisfaction the terms and conditions set forth in this Agreement and the Plan. The Restricted Stock Units shall be credited to a separate account maintained for the Employee on the books and records of the Grantee's tax withholding obligations as described belowCompany (the "Account"). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. (b) Subject to the provisions hereof, with respect no later than the last day of Fiscal Year following the applicable Vesting Date, the Company shall (i) issue and deliver to such the Employee the number of shares of Stock equal to the number of vested Restricted Stock Units in (rounded up to the form of shares of Company Stock nearest whole share); and (ii) enter the Employee's name on the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices books of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment the shareholder of the Restricted Stock Units. The Company will issue record with respect to the Granteeshares of Stock delivered to the Employee. Notwithstanding the foregoing, in settlement of the Grantee's vested Restricted Stock Units and but subject to the provisions of subsection 5(b) Section 16 below, the number of whole any shares of Company Stock that equals the number to be issued in settlement of whole Restricted Stock Units that become vested(i) under Section 5(a) or (b) above shall be issued no later than March 15 following the last day of the Fiscal Year in which the Employee (or heirs or estate thereof) is deemed vested therein, and (ii) under Section 5(c) above shall be issued no later than such vested time as may be necessary or required in order for the Employee to be deemed the lawful owner and holder of record of the shares of Stock to be issued thereunder as of the effective date and time of the Change in Control. (c) Subject to any exceptions set forth in this Agreement or the Plan, prior to the vesting of the Restricted Stock Units hereunder, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Employee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto during such period shall be wholly ineffective and, if any such attempt is made, the unvested Restricted Stock Units will be forfeited by the Employee and all of the Employee's rights to shares issuable thereunder shall immediately terminate and cease without any payment or consideration by the Company. (d) The Employee shall have no rights in, to be outstanding upon such issuance of or under the shares of Company Stock. Upon issuance of such shares, the Company will determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) and may deliver such shares of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason. (b) All obligations of the Company under this Agreement shall be subject to the rights of the Company or the Grantee’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action issued upon the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect vesting of the Restricted Stock UnitsUnits unless and until the vesting conditions set forth herein are satisfied and, until such date, shall have no rights of a shareholder of the Company including, but not limited towithout limitation, the grant, no right to vote such shares and no right to receive any dividends or other distributions paid with respect to such shares. (e) Upon vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold issue stock certificates or evidence the Employee's interest therein by using a book entry account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provisiontransfer agent. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.

Settlement of Restricted Stock Units. 6.1. Within ten (a10) The Grantee shall receive payment, subject to satisfaction days following the earliest of (i) the date of the consummation of a Change in Control, (ii) the Grantee's tax withholding obligations as described below’s Termination pursuant to Section 3.1 of this Agreement, (iii) the date of the consummation of a Qualifying Sale or (iv) the date of the expiration of the underwriter’s lockup agreed to by the Company in an IPO, the Company shall issue to Grantee (or, if applicable, the Grantee’s estate) one (1) Share with respect to such vested each Restricted Stock Units in the form Unit that is an Accrued RSU as of shares of Company Stock on the date that of such event (including, for the Restricted Stock Units become vested and nonforfeitable. Howeveravoidance of doubt, if a scheduled issuance date falls on a Saturday, Sunday or U.S. federal holiday, such issuance date shall instead fall on the next following day that the principal executive offices of the Company are open for business. The Grantee is not required to make any monetary payment (other than applicable tax withholding, if required) as a condition to settlement and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of the Grantee's vested Restricted Stock Units and subject to the provisions of subsection 5(b) below, the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units that become vestedAccrued RSUs due to the occurrence of such event). In the case of an issuance pursuant to clause (i) of this Section 6.1, the Company may provide for such issuance prior to, but subject to the consummation of, the Change in Control. 6.2. Following the occurrence of an IPO, but subject to Section 2 and such vested Section 3 of this Agreement, the Grantee’s outstanding Restricted Stock Units will terminate and cease shall continue to be outstanding upon accrue in accordance with the schedule set forth in Section 2. Within ten (10) days following such issuance of the shares of Company Stock. Upon issuance of such sharesRestricted Stock Units becoming Accrued RSUs pursuant to Section 2, the Company will determine shall issue to Grantee one (1) Share with respect to each such Accrued RSU. For the form avoidance of delivery (e.g.doubt, the Grantee shall not be entitled to an issuance of a stock certificate Share with respect to an Accrued RSU with respect to which an issuance has already been made pursuant to Section 6.1 or electronic entry evidencing such shares) and may deliver such shares this Section 6.2 of Company Stock on the Grantee's behalf electronically to the Company's designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reasonthis Agreement. (b) All obligations 6.3. The issuance of the Company under Shares pursuant to this Agreement shall be subject to and conditioned upon the rights Grantee’s execution of the Shareholders Agreement. Notwithstanding anything to the contrary contained herein, no Shares shall be issued to any person other than the Grantee unless such other person presents documentation to the Company, which demonstrates to the reasonable satisfaction of the Company or the Granteesuch person’s employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Regardless of any action the Company or the Grantee’s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related right to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Grantee’s employer. The Grantee further acknowledges that the Company and/or the Grantee’s employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of shares of Company Stock upon settlement of the Restricted Stock Units, the subsequent sale of shares of Company Stock acquired pursuant to such issuance and the receipt of any dividends and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Grantee acknowledges that the Company and/or the Grantee’s employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay or make adequate arrangements satisfactory to the Company and/or the Grantee’s employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Grantee’s employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Grantee’s employer; or (ii) withholding from proceeds of the sale of shares of Company Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization); or (iii) withholding in shares of Company Stock to be issued upon vesting of the Restricted Stock Units. If the Grantee is subject to the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934 and the Company elects to satisfy the obligations by withholding in shares of Company Stock, the Grantee is advised to consult with his or her personal legal, tax, or financial advisor. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Company Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Company Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Company Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s participation in the Plan. Finally, the Grantee shall pay to the Company or the Grantee’s employer, as the case may be, any amount of Tax- Related Items that the Company or the Grantee’s employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Company Stock or the proceeds of the sale of shares of Company Stock if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Itemstransfer. (c) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the Company's policy permitting employees to sell shares of Company Stock only during certain "window" periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of Company Stock in the public market and any shares of Company Stock covered by the Grantee's Restricted Stock Units are scheduled to be issued on a day (the "Original Distribution Date") that does not occur during an open "window period" applicable to the Grantee, as determined by the Company in accordance with such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares of Company Stock from the Grantee's distribution and such Tax-Related Items have not otherwise been satisfied in accordance with Section 5(b), then, at the Company’s election, such shares of Company Stock may not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered on the first business day of the next occurring open "window period" applicable to the Grantee pursuant to such policy (regardless of whether the Grantee is still providing continuous services at such time) or the next business day when the Grantee is not prohibited from selling shares of Company Stock in the open market, but in no event later than the fifteenth day of the third calendar month of the calendar year following the calendar year in which the Original Distribution Date occurs. In all cases, the issuance and delivery of shares of Company Stock under this Agreement is intended to comply with U.S. Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner. Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment or settlement constitutes deferred compensation within the meaning of section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under U.S. Treas. Reg. § 1.409A- 3(j)(4) or any successor provision. (d) The obligation of the Company to deliver Company Stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state, federal or foreign law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state or U.S. or foreign government having jurisdiction thereof.