Common use of Stock Options and Restricted Stock Units Clause in Contracts

Stock Options and Restricted Stock Units. A. Attached hereto as Attachment “A” is a copy of your current Optionee Statement listing your vested and unvested stock options granted to you by the Company that are currently outstanding (your “Options”) and your restricted stock units granted to you by the Company that are currently outstanding (your “RSUs”). B. The date upon which you cease to provide “Services” for purposes of your Options will be the later of the date that you cease to provide consulting services to the Company pursuant to Paragraph 3 below and the date that you cease to serve as a member of the Company’s Board of Directors (such date of cessation of services is referred to as the “Services Cessation Date”). In accordance with the existing terms of the Options, any unexercised Options on the Services Cessation Date which have not previously expired will (subject to the next sentence in the event the Services Cessation Date is caused by your death or Permanent Disability [as such term is defined in your individual stock option agreements]) remain exercisable for a period of (i) ninety (90) days with respect to Options granted to you prior to May 25, 2005, and (ii) twelve (12) months with respect to Options granted to you on or after May 25, 2005 (in each case, commencing with the Services Cessation Date), after which they will expire and cease to be exercisable without payment of any consideration by the Company and without any other action by you; provided, however, that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier in the event of a corporate transaction as provided in your individual stock option agreements. In the event the Services Cessation Date is caused by your death or Permanent Disability, any unexercised Options on the Services Cessation Date which have not previously expired will remain exercisable until October 31, 2017, after which they will expire and cease to be exercisable without payment of any consideration by the Company and without any other action by you; provided, however, that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier in the event of a corporate transaction as provided in your individual stock option agreements. All other terms of your Options shall continue to be governed by the applicable plan pursuant to which they were issued and the applicable stock option agreements. C. The only RSU awards that you hold are awards with a grant date of June 13, 2011, November 13, 2012 and January 2, 2013. Your Retirement Date is the date upon which you cease to provide “Services” for purposes of your RSUs. Accordingly, on your Retirement Date, you will retain a total of 1,250,000 (40/64 x 2,000,000) of the RSUs originally awarded to you on June 13, 2011, November 13, 2012 and January 2, 2013. These RSUs will remain subject to the vesting, termination and other provisions set forth in the applicable award Agreement. All remaining RSUs (750,000) shall be cancelled and forfeited as of the Retirement Date without payment of any consideration by the Company and without any other action by you.

Stock Options and Restricted Stock Units. A. Attached hereto as Attachment “A” is a copy of your current Optionee Statement listing your vested and unvested To the extent you have any outstanding options to purchase the Company’s common stock options granted to you by the Company that are currently outstanding (your “Options”) and your and/or restricted stock units granted to you by the Company that are currently outstanding (your “RSUs”), the impact of the termination of your employment on your Options and RSUs will be governed by your applicable stock option agreement(s) and restricted stock unit award agreement(s) except as provided hereafter. Your termination of employment will not constitute a termination of service by the Company for cause or a termination of service by you. B. The date upon (a) Pursuant to the Stock Option Grant Notice and Stock Option Agreement, dated March 9, 2023, by and between Life Time Group Holdings, Inc. (“Holdings”) and you (the “2023 Stock Option Agreement”), Holdings granted you the right to purchase 52,301 shares of common stock (the “2023 Option”), none of which you cease to provide “Services” for purposes of your Options will be the later has vested as of the date Separation Date but was to vest in equal and cumulative installments on each of the first four anniversaries of the grant date; provided, that you cease remained continuously employed or engaged in active service by the Company through the applicable vesting dates. Solely as consideration for (and subject to) your signing, and not revoking and/or rescinding, this Agreement, the Company has agreed to provide consulting services allow 13,076 unvested shares of the 2023 Option that would have otherwise been forfeited to remain outstanding and vest on the first vesting date of March 9, 2024 as provided for in, and subject to, the 2023 Stock Option Agreement as though you had remained employed with the Company through such vesting date, and be eligible to be exercised in accordance with and subject to the Company pursuant to Paragraph 3 below and the date that you cease to serve as a member of the Company’s Board of Directors (such date of cessation of services is referred to as the “Services Cessation Date”). In accordance with the existing terms of the Options, any unexercised Options on the Services Cessation Date which have not previously expired will 2023 Stock Option Agreement (subject to the next sentence in the event the Services Cessation Date is caused by your death or Permanent Disability [as such term is defined in your individual stock option agreements]) remain exercisable for a period of (i) ninety (90) days including with respect to Options granted the expiration of the 2023 Option pursuant to you prior to May 25Sections 3.3(a) but not Section 3.3(b), 2005, (c) and (iid) twelve (12) months with respect to Options granted to you on or after May 25, 2005 (in each case, commencing with the Services Cessation Datetherein), after which they will expire and cease to be exercisable without payment of any consideration by the Company and without any other action by you; provided, however, . You hereby acknowledge that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier in the event of a corporate transaction as provided in your individual stock option agreements. In the event the Services Cessation Date is caused by your death or Permanent Disability, any unexercised Options on the Services Cessation Date which have not previously expired will remain exercisable until October 31, 2017, after which they will expire and cease to be exercisable without payment of any consideration by the Company and without any other action by you; provided, however, that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier in the event of a corporate transaction as provided in your individual stock option agreements. All other terms of your Options shall continue to be governed by the applicable plan pursuant to which they were issued and the applicable stock option agreements. C. The only RSU awards that you hold are awards with a grant date of June 13, 2011, November 13, 2012 and January 2, 2013. Your Retirement Date is the date upon which you cease to provide “Services” for purposes of your RSUs. Accordingly, on your Retirement Date, you will retain a total of 1,250,000 (40/64 x 2,000,000) all of the RSUs originally awarded to you on June 13, 2011, November 13, 2012 and January 2, 2013. These RSUs will remain subject to the vesting, termination and other provisions set forth in the applicable award Agreement. All remaining RSUs (750,000) shall be cancelled and 2023 Option would have otherwise been forfeited as of the Retirement Separation Date without payment of any consideration by since you will not have continued employment or service with the Company through the vesting dates of your grant and without any other action by youthat the remaining 39,225 unvested shares of the 2023 Option shall be forfeited as of the Separation Date pursuant to the terms of the 2023 Stock Option Agreement.

Stock Options and Restricted Stock Units. A. Attached hereto as Attachment “A” is a copy of your current Optionee Statement listing your vested and unvested stock options granted to you by the Company that are currently outstanding (your “Options”) and your restricted stock units granted to you by the Company that are currently outstanding (your “RSUs”). B. The date upon which you cease to provide “Services” for purposes of your Options will be the later of the date that you cease to provide consulting services to the Company pursuant to Paragraph 3 below and the date that you cease to serve as a member of the Company’s Board of Directors (such date of cessation of services is referred to as the “Services Cessation Date”). All of your unvested Options which have not previously expired will accelerate and vest on the Services Cessation Date. In accordance with the existing terms of the Options, any unexercised Options on the Services Cessation Date which have not previously expired will (subject to the next sentence in the event the Services Cessation Date is caused by your death or Permanent Disability [as such term is defined in your individual stock option agreements]) remain exercisable for a period of (i) ninety (90) days with respect to Options granted to you prior to May 25, 2005, and (ii) twelve (12) months with respect to Options granted to you on or after May 25, 2005 (in each case, commencing with the Services Cessation Date), after which they will expire and cease to be exercisable without payment of any consideration by the Company and without any other action by you; provided, however, that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier in the event of a corporate transaction as provided in your individual stock option agreements. In the event the Services Cessation Date is caused by your death or Permanent Disability, any unexercised Options on the Services Cessation Date which have not previously expired will remain exercisable until October 31, 2017, after which they will expire and cease to be exercisable without payment of any consideration by the Company and without any other action by you; provided, however, that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier in the event of a corporate transaction as provided in your individual stock option agreements. All other terms of your Options shall continue to be governed by the applicable plan pursuant to which they were issued and the applicable stock option agreements. C. The only RSU awards award that you hold are awards is an award with a grant date of June 13, 2011, November 13, 2012 and January 2, 2013. Your Retirement Date is the date upon which you cease to provide “Services” for purposes of your RSUs. Accordingly, on your Retirement Date, you will retain a total of 1,250,000 437,500 (40/64 x 2,000,000700,000) of the RSUs restricted stock units originally awarded to you on June 13, 2011, November 13, 2012 and January 2, 2013. These RSUs will remain subject to the vesting, termination and other provisions set forth in the applicable award Agreement. All remaining RSUs (750,000262,500) shall be cancelled and forfeited as of the Retirement Date without payment of any consideration by the Company and without any other action by you.

Stock Options and Restricted Stock Units. A. Attached hereto as Attachment “A” is a copy i) As of your current Optionee Statement listing your vested and unvested the date of this Agreement, 167,501 of the Ambac stock options that have been granted to you by the Company that are currently outstanding (your “Options”) Compensation and your restricted stock units granted to you by the Company that are currently outstanding (your “RSUs”). B. The date upon which you cease to provide “Services” for purposes Organization Committee of your Options will be the later of the date that you cease to provide consulting services to the Company pursuant to Paragraph 3 below and the date that you cease to serve as a member of the Company’s Ambac Financial Group, Inc.'s Board of Directors (such date are vested. As of cessation of services is referred to as the “Services Cessation Resignation Date”), an additional 37,666 options will have vested. In accordance consideration of your entering into this Agreement and this Agreement becoming irrevocable, the following options will vest on the Effective Date of this Agreement: 1,333 granted January 27, 1998 and 12,000 granted on January 26, 1999. ii) After the Effective Date, you will have thirty days from the Resignation Date to exercise the options with 1991 through 1993 grant dates, you will have six months from the existing Resignation Date to exercise the options with 1994 through 1996 grant dates and one year from the Resignation Date to exercise the vested stock options granted in 1997, 1998 and 1999. The terms of the Options, any unexercised Options on 1997 Equity Plan and the Services Cessation Date which have not previously expired will (subject to General Terms and Conditions of the next sentence in the event the Services Cessation Date is caused by your death or Permanent Disability [as such term is defined in your individual respective stock option agreements]) remain exercisable for a period of (i) ninety (90) days with respect to Options granted to you prior to May 25, 2005, and (ii) twelve (12) months with respect to Options granted to you on or after May 25, 2005 (in each case, commencing with the Services Cessation Date), after which they will expire and cease to be exercisable without payment of any consideration by the Company and without any other action by you; provided, however, that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier grants shall govern in the event of a corporate transaction death or disability. Any vested options not exercised within the time frames set forth above will be forfeited. iii) As of the date of this Agreement, none of the Ambac Restricted Stock Units that have been granted to you are vested. One-half of the RSUs granted to you in January 1999 will be vested as provided in of January 26, 2000. These RSUs will be settled no later than the January following your individual stock option agreementsResignation Date (January 2001). The balance of the RSUs granted to you will not vest and be forfeited. In lieu of the event RSUs that will be forfeited, Ambac will pay you, during calendar year 1999, the Services Cessation Date is caused by your death or Permanent Disability, any unexercised Options on the Services Cessation Date which have not previously expired will remain exercisable until October 31, 2017, after which they will expire and cease to be exercisable without payment sum of any consideration by the Company and without any other action by you; provided, however, that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier in the event of a corporate transaction as provided in your individual stock option agreements. All other terms of your Options shall continue to be governed by the applicable plan pursuant to which they were issued and the applicable stock option agreements$40,000. C. The only RSU awards that you hold are awards with a grant date iv) As of June 13, 2011, November 13, 2012 and January 2, 2013. Your Retirement Date is the date upon which you cease to provide “Services” for purposes of your RSUs. Accordingly, on your Retirement Resignation Date, you will retain a total of 1,250,000 (40/64 x 2,000,000) of the RSUs originally awarded not be subject to Ambac's Xxxxxxx Xxxxxxx Policies, but you on June 13, 2011, November 13, 2012 and January 2, 2013. These RSUs will remain subject to the vestingprovisions imposed by federal and state securities laws prohibiting xxxxxxx xxxxxxx. If you have any questions regarding this matter, termination and other provisions set forth in the applicable award Agreement. All remaining RSUs (750,000) shall be cancelled and forfeited as of the Retirement Date without payment of any consideration by the Company and without any other action by youplease contact Ambac's General Counsel or Managing Director, Human Resources.