Common use of Termination of Service Clause in Contracts

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that of the Participant’s Service with 's termination of service, the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due Option may be exercised only to the Participant’s death or disability (as defined in extent exercisable on the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as date of the date such Service terminatesParticipant's Termination Date (unless the termination was for Cause), and the Participant promptly shall return Option must be exercised, if at all, prior to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one first to occur of the following, whichever shall be applicable: an employee (i) the close of the three-month period following the Termination Date; or a director of, or a consultant to, (ii) the Company or Gencoclose of the Option Period. (b) In If the event that service of the Participant’s Service with the Company and Genco Participant is terminated for reason of Cause, the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock Option shall become vested immediately prior to the date such Service terminates, lapse and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall no longer be forfeited exercisable as of the date such Service terminatesTermination Date, and as determined by the Participant promptly Administrator. For purposes of this Agreement, "Cause" shall return to mean the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect Participant's termination of such shares. The number of shares to become vested immediately prior to service resulting from the date such Service terminates shall be as follows: Participant's (i) If termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination occurs prior shall be for "Cause" if termination results due to November 15the Participant's (A) dishonesty, 2014(B) refusal to perform his duties for the Corporation or continued failure to perform his duties to the Corporation in a manner acceptable to the Corporation, 25% as determined by the Administrator or its designee, (C) engaging in fraudulent conduct, or (D) engaging in any conduct that could be materially damaging to the Corporation without a reasonable good faith belief that such conduct was in the best interest of the number Corporation. The determination of shares set forth "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in Section 1 hereof multiplied by a fractionany way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month Participant's service shall be deemed completed on to have terminated for Cause if, after the 15th of such month. (ii) If Participant's service has terminated, facts and circumstances indicate that, in the termination occurs on or after November 15, 2014, 25% opinion of the number of shares set forth in Section 1 hereof multiplied by a fractionAdministrator, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthParticipant's termination was for Cause.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due to the Participant’s death or disability (as defined in the Plan)) prior to the end of the Measurement Period, all unvested shares of Restricted StockPRSUs, together with any property received in respect of Dividend Equivalents related to such sharesPRSUs, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, terminates and the Participant promptly shall return not be entitled to the Company any certificates evidencing such shares, together with any cash dividends compensation or other property received in amount with respect of to such sharesforfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In Except as provided in Section 4(b) hereof, in the event that that, before the end of the Measurement Period, the Participant’s Service with the Company and Genco is terminated for reason on account of the Participant’s death or disability disability, a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settled, if and to the extent the Performance Metrics are achieved, as set forth in Sections 4 and 7. For purposes hereof, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed between the first day of the Measurement Period through the date of termination of the Participant’s Service and the denominator is 36. (c) In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), a portion (i) the ​ effective date of the shares termination of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date such Service terminatesof the termination of Service, and (iii) the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates Target PRSUs shall be as follows: (i) If settled on the effective date of the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthService. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco Shipping & Trading Limited (“Genco”) terminates before all the shares of Restricted Stock are vested for any reason (including without limitation the Participant’s death or disability as defined in the Plan) other than (i) removal as a Director or termination of such Service for cause (as defined in Article III, Section 4 of the Amended and Restated By-Laws of the Company) or (ii) due to the Participant’s voluntary termination of his Service, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested (i) due to removal as a Director or termination of such Service for any reason other than a termination by the Company without cause (as defined in Article III, Section 4 of the Plan), by Amended and Restated By-laws of the Participant for Good reason, Company) or (ii) due to the Participant’s death or disability (as defined in the Plan)voluntary termination of his Service, all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, ) or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142006, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142006, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due to the Participant’s death or disability (as defined in the PlanMIP), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, of the Company or GencoCompany. (b) In the event that that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company and Genco is terminated terminates for reason of the Participant’s death or disability (as defined in the PlanMIP), a portion Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminatesterminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The For purposes hereof, “Pro Rata Portion” shall mean that number of shares to of Restricted Stock that would become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding November 15 Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th termination of such monthService.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, ) or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, ) or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142012, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142012, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In Upon the termination or cessation of Grantee’s employment or service with the Company and its Affiliates, for any reason whatsoever, any portion of the Restricted Stock which is not yet then vested, and which does not then become vested pursuant to this Section 3, shall automatically and without notice terminate, be forfeited and become null and void. (b) Notwithstanding the foregoing, in the event that the ParticipantGrantee’s Service employment with or service to the Company and its Affiliates is terminated by the Company without Cause, a portion of the Shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the termination of the Grantee’s employment with the Company and Genco terminates before all its Affiliates (the shares “Date of Termination”), as follows (in each case, rounded to the nearest whole number): the number of such Shares of Restricted Stock are vested for any reason other than a termination that shall so vest shall be calculated by (i) multiplying (A) the Company without cause total number of Shares of Restricted Stock by (B) the Applicable Percentage (as defined in the Planbelow), by the Participant for Good reason, or due to the Participant’s death or disability and (as defined in the Plan), all unvested ii) subtracting from such product that number of shares of Restricted Stock, together with any property received in respect of such sharesif any, subject to and as set forth in Section 9 hereof, shall be forfeited otherwise vested as of the date such Service terminates, and the Participant promptly shall return Date of Termination pursuant to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such sharesSection 2(a) hereof. For purposes hereof, the “ServiceApplicable Percentage” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is shall be the number of completed full months between during the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed period beginning on the 15th Date of such month. (ii) If Grant and ending on the termination occurs on or after November 15Date of Termination, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, and the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes shall be 60. (c) Notwithstanding any other term or provision of this paragraphAgreement but subject to the provisions of the Plan, a month the Administrator shall be deemed completed on authorized, in its sole discretion, based upon its review and evaluation of the 15th performance of the Grantee and of the Company and its Affiliates, to accelerate the vesting of all or any portion of the Restricted Stock under this Agreement, at such monthtimes and upon such terms and conditions as the Administrator shall deem advisable.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, ) or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142007, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142007, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that If the Participant’s Service with 's service on --------- ---------------------- the Company and Genco terminates before all the shares Board is terminated by reason of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan)Retirement, by the Participant for Good reason, Disability or due to the Participant’s death or disability (as defined in the Plan)Death, all unvested shares of Restricted StockStock shall become immediately vested and nonforfeitable. If the Participant's service on the Board is terminated by the Company without Cause prior to any applicable vesting date, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as two-thirds (2/3) of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the remaining unvested shares of Restricted Stock shall become immediately vested and nonforfeitable, and one-third (1/3) of the remaining unvested shares shall be forfeited to the Company (in each case rounded upward or downward to the nearest whole share, as applicable). If the Participant is nominated but is not reelected as a member of the Board by the shareholders of the Company, the restrictions imposed on any unvested portion of the Restricted stock shall immediately lapse. If the Participant's service on the Board is terminated for any reason other than as provided above in this Section 3 (including, without limitation, voluntary termination by the Participant or termination by the Company for Cause) prior to any applicable vesting date, the date such Service terminates, and Participant shall forfeit his interest in all other shares of Restricted Stock which are not and that have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited vested as of the date such Service terminatesof termination. Any shares of Restricted Stock that are forfeited by the Participant hereunder shall be returned and transferred to the Company or the Plan Trust, as determined by the Company, and the Participant promptly shall return cease for all purposes to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect be a shareholder of such shares. The number shares as of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the of termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthservice. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, ) or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142008, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142008, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, ) or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15July 22, 20142006, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 nine and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th 22nd of such month. (ii) If the termination occurs on or after November 15July 22, 20142006, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th 22nd of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, ) or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142013, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142013, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, ) or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142010, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142010, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, ) or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142009, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142009, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November March 15, 20142011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November March 15, 20142011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November March 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reasonReason (as defined in the Employment Agreement), or due to the Participant’s death or disability (as defined in the Plan)) prior to the end of the Measurement Period, all unvested shares of Restricted StockPRSUs, together with any property received in respect of Dividend Equivalents related to such sharesPRSUs, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, terminates and the Participant promptly shall return not be entitled to the Company any certificates evidencing such shares, together with any cash dividends compensation or other property received in amount with respect of to such sharesforfeited PRSUs. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. For the avoidance of doubt, no resignation by the Participant as a director following termination of the Participant’s employment by the Company or Gencowithout cause shall be deemed a resignation by the Participant subject to this Section 6(a). (b) In Except as provided in Sections 4(b) and 4(c) hereof, in the event that that, before the end of the Measurement Period, the Participant’s Service with the Company and Genco is terminated for reason on account of the Participant’s death or disability disability, a “Pro Rata Portion” of the Participant’s PRSUs shall remain outstanding during the Measurement Period and shall vest and such Pro Rata Portion shall be settled, if and to the extent the Performance Metrics are achieved, as set forth in Sections 4 and 7. For purposes hereof, “Pro Rata Portion” shall be based on a calculation where the numerator is the number of completed months that have elapsed between the first day of the Measurement Period through the date of termination of the Participant’s Service and the denominator is 36. (c) In the event that, before the end of the Measurement Period, the Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), a portion (i) the effective date of the shares termination of Restricted Stock Service shall become vested immediately prior to be the last day of the Measurement Period, (ii) the Participant shall earn and vest in the Target PRSUs as of the effective date such of the termination of Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as if the Performance Metrics had been achieved at the Target level set forth in Section 9 hereofExhibit A, and (iii) the Target PRSUs shall be forfeited as settled on the effective date of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect termination of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthService. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that of the Participant’s Service termination of service, the Option may be exercised only to the extent vested exercisable on the date of the Participant’s Termination Date (unless the termination was for Cause), and the Option must be exercised, if at all, prior to the first to occur of the following, as applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the Option Period. If the services of such a Participant are terminated for Cause, his Option shall lapse and no longer be exercisable as of his Termination Date, as determined by the Administrator. Notwithstanding the foregoing, if the Participant becomes an Employee of the Corporation or an Affiliate, the Option shall be subject to the provisions of Section 7(d)(iii) of the Plan. For purposes of this Agreement, “Cause” shall mean the Participant’s termination of employment or service resulting from the Participant’s (i) termination for “cause” as defined under the Participant’s employment, consulting or other agreement, if any, with the Company and Genco terminates before all Corporation or an Affiliate or (ii) if the shares of Restricted Stock are vested for Participant has not entered into any reason such employment, consulting or other than agreement (or if any such agreement does not define a termination by the Company without cause (as defined in the Plan“cause” termination), by then the Participant Participant’s termination shall be for Good reason, or “Cause” if termination results due to the Participant’s death (A) personal dishonesty, (B) gross incompetence, (C) willful misconduct, (D) breach of a fiduciary duty involving personal profit, (E) intentional failure to perform stated duties, (F) willful violation of any law, rule, regulation (other than minor traffic violations or disability similar offenses), written Corporation policy or final cease-and-desist order, (as defined G) conviction of a felony or a misdemeanor involving moral turpitude, (H) unethical business practices in connection with the Corporation’s business, (I) misappropriation of the Corporation’s assets, or (J) engaging in any conduct that could be materially damaging to the Corporation without a reasonable good faith belief that such conduct was in the Plan), all unvested shares best interest of Restricted Stock, together with any property received in respect the Corporation. The determination of such shares, subject to and as set forth in Section 9 hereof, “Cause” shall be forfeited as made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the date such Service terminatesforegoing, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For for purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director ofPlan and this Agreement, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is employment or service shall be deemed to have terminated for reason of Cause if, after the Participant’s death employment or disability (as defined service has terminated, facts and circumstances are discovered that would have justified, in the Plan)opinion of the Administrator, a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthfor Cause. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. Except as specifically set forth herein or as otherwise provided for in the Participant’s written employment agreement or as set forth in the Plan, if the Participant’s appointment or service with the Corporation ceases for any (or no) reason, then: (a) In all PRSUs which have then not vested as provided under this Agreement shall be immediately and automatically forfeited without payment of any consideration therefor without further action by the event Corporation; (b) and the Participant shall have no further right, title or interest in or to such PRSUs, the underlying shares of Common Stock or any compensation in lieu thereof; and (c) neither the Corporation nor any affiliate of the Corporation shall have any further obligations to the Participant under this Agreement. The Participant’s appointment or service with the Corporation shall be deemed to cease as of the last day the Participant is actually and actively providing services to or for the Corporation. Except if required by applicable legal requirements, no period of notice or payment in lieu of notice that follows or is in respect of a period that follows the Participant’s Service with last day of actual and active service shall be deemed to extend the Company and Genco terminates before all the shares Participant’s last day of Restricted Stock are vested service for any reason other than purpose, including for the purpose of determining the Participant’s rights or entitlements under this Agreement. Notwithstanding the foregoing, during the Performance Period, all of the outstanding and unvested PRSUs under this Agreement shall subject to achievement of the applicable Performance Goal(s), vest in accordance with Section 4 hereof upon the cessation of the Participant’s appointment or service as a result of: (a) the Participant’s death or Disability; (b) the Participant’s termination by the Company Corporation without cause Cause; or (as defined in c) the Plan), Participant’s termination by the Participant for Good reasonReason, or due to in each instance as if the Participant’s death appointment or disability service with the Corporation had not ceased. Further, in the event the Participant’s appointment or service is terminated without Cause or by the Participant for Good Reason within one year of a Change in Control (as defined in under the Plan), then all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, outstanding PRSUs shall be forfeited vest at Target Award levels as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. termination and shall be paid no later than sixty (b60) In the event that the Participant’s Service with the Company and Genco is terminated for reason days following such termination of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthcontinuous service. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142012, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142012, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 201420__, [insert year after the year in which Effective Date occurs] 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 201420__, [insert year after the year in which Effective Date occurs] 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (ai) In Notwithstanding anything set forth herein to the event that contrary, if the Participant’s Service with is terminated by the Company and Genco terminates before all for Cause or by the shares of Restricted Stock are vested for any reason Participant without Good Reason (other than as a result of the Participant’s death or Permanent Disability), in each case, within the two (2) year period following the Date of Grant, then (i) the Option (including any Vested Portion) shall be canceled and forfeited on the date of such termination of Service and (ii) the Company shall have the right to repurchase, pursuant to Article VI of the Stockholders Agreement, any Shares acquired upon exercise of this Option at the lower of the Fair Market Value of such Shares and the per Share Option Price paid by the Participant for such Shares. (ii) Notwithstanding anything set forth herein to the contrary, if the Participant’s Service is terminated by the Company without cause (as defined in the Plan)Cause, by the Participant for Good reason, Reason or due to the Participant’s death or disability Permanent Disability, in each case, within the two (2) year period following the Date of Grant, then (A) an aggregate of forty percent (40%) of the Time Award (i.e., taking into account any portion of the Time Award that had previously vested) shall immediately become vested as defined in of the Plan), all unvested shares of Restricted Stock, together with any property received in respect date of such shares, subject to termination of Service and as the remaining portion of the Time Award shall be canceled and forfeited and (B) any Vested Portion of the Performance Award shall remain exercisable for the period set forth in Section 9 hereof, 4(a) and the remaining portion of the Performance Award shall be canceled and forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “termination of Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (biii) In the event that Except as otherwise provided in Sections 3(e)(i) or 3(e)(ii), if the Participant’s Service with the Company and Genco is terminated for reason any reason, the Option shall, to the extent not then vested, be cancelled by the Company without consideration and the Vested Portion of the Participant’s death or disability (as defined in Option shall remain exercisable for the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as period set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates4(a), and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall thereafter be deemed completed on the 15th of such monthterminated and forfeited without consideration in all respects. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the PlanMIP), by the Participant for Good reasonReason (as defined in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “Employment Agreement”)), or due to the Participant’s death or disability (as defined in the PlanMIP), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company and Genco is terminated by the Company without cause (as defined in the MIP) or by the Participant for Good Reason, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the PlanMIP), a portion Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminatesterminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The For purposes hereof, “Pro Rata Portion” shall mean that number of shares to of Restricted Stock that would become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding November 15 Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th termination of such monthService.

Termination of Service. Notwithstanding Section 2(a), if Optionee’s service for the Corporation and/or its Subsidiaries (awhether such service was rendered as an employee or a consultant or advisor) In terminates for any reason (“Termination of Service”) prior to the event complete exercise of the Option, then all vesting pursuant to Section 2(a) shall cease as of the date of Termination of Service and the Option shall thereafter be exercisable only to the extent, if any, that the Participant’s Option was exercisable at the time of Termination of Service; provided, however, that (i) if Termination of Service with occurs by reason of death or Disability then the Company Option shall immediately become exercisable in full as to 100% of the Shares and Genco terminates before all (ii) upon any Termination of Service by the shares Corporation for Cause (as defined below), the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting. In addition, notwithstanding any other provision in this Agreement to the contrary, the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting, if following Termination of Restricted Stock are vested Service the Optionee breaches any material provision of the Employee Invention Agreement (as defined below). For purposes of this Agreement, the term “Cause” (i) shall expressly include the breach by Optionee of any material provision of the Employee Proprietary Information and Inventions Agreement signed by the Optionee for the benefit of the Corporation and/or its Subsidiaries (the “Employee Invention Agreement”) and (ii) shall also include any actions or inactions constituting “cause” within the meaning ascribed thereto in the Plan and in any employment agreement to which Optionee is a party or, in the absence thereof, shall include but not be limited to insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his or her duties and responsibilities for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, illness or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Gencoincapacity. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142013, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142013, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. Except as provided below, if the Participant incurs a termination of service, all shares of Restricted Stock not vested at the time of such termination shall be immediately and automatically forfeited by the Participant upon such termination of service. (a) In the event that of the Participant’s Service 's Retirement, death, or Disability (as such terms are defined below) the following provisions shall apply: (i) if such Retirement, death, or Disability occurs within the twelve-month period prior to the second anniversary of the Grant Date, to the extent permitted by the Orders, if still in effect at that time, the Participant shall become immediately vested in two-thirds of the Award; or (ii) if such Retirement, death, or Disability occurs within the twelve-month period prior to the third anniversary of the Grant Date or anytime thereafter, to the extent permitted by the Orders, of still in effect at that time, the Participant shall become immediately vested in the full Award. Notwithstanding the foregoing, if the Participant has not performed substantial services for the Company or its Affiliates for at least two years from the Grant Date, any portion of the Participant's Award that would become vested pursuant to this Section 3(a) in connection with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, 's Retirement shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such sharesforfeited. For purposes hereofof this Agreement, “Service” means a continuous time period during which Retirement shall mean termination of employment on or after the Participant attains age 65. Disability shall mean that either (i) the Participant is at least one deemed disabled for purposes of any group or individual long‑term disability policy paid for by the Company, CommunityOne Bank, or Bank of Granite (CommunityOne Bank and Bank of Granite collectively referred to herein as the “Bank”) that covers the Participant, or (ii) in the good faith judgment of the following: an employee or a director of, or a consultant toCompany Board of Directors, the Company Participant is substantially unable to perform the Participant's duties under this Agreement for more than ninety days, whether or Genconot consecutive, in any twelve‑month period, by reason of a physical or mental illness or injury. (b) In the event that the Company terminates the Participant’s Service with 's service without Cause or the Company and Genco is terminated Participant terminates service for reason Good Reason (as such terms are defined below), to the extent permitted by the Orders, if still in effect at that time, any portion of the Participant’s death 's Award that is unvested shall become immediately vested. Notwithstanding the foregoing, if the Participant has not performed substantial services for the Company or disability its Affiliates for at least two years from the Grant Date, any portion of the Participant's Award that would become vested pursuant to this Section 3(b) in connection with the Participant's termination of service shall be forfeited. For purposes of this Agreement, Cause shall mean the termination of the Participant on account of (A) the Participant's incompetence or dishonesty in his performance of, deliberate neglect of, willful malfeasance or misconduct in connection with the performance of, or continued failure to substantially perform, duties reasonably assigned to the Participant by the Company Board of Directors or the applicable Bank Board of Directors which are in the interests of the Company or the applicable Bank and consistent with the Participant's obligations hereunder; (B) the Participant's material breach of this Agreement or any material written Company policy; (C) the Participant's willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease‑and‑desist order; or (D) an act or acts on Participant's part constituting (x) a felony or (y) a misdemeanor involving (a) fraud, moral turpitude, dishonesty, breach of trust or fiduciary duties, organized crime or racketeering; (b) a violation of securities or commodities laws or regulations; (c) a violation of depository institution laws or regulations; (d) a violation of housing authority laws or regulations; or (e) a violation of the rules, regulations, codes of conduct or ethics of a self‑regulatory trade or professional organization. For purposes of this Agreement, Good Reason shall mean, unless the Participant shall have consented in writing thereto, (i) a material diminution in the Participant's duties and responsibilities or authority, or any material adverse change in the Participant's base compensation; (ii) a relocation of the Participant's primary work location more than thirty miles from Asheboro, North Carolina (provided that the relocation of the Participant's primary work location to Charlotte, North Carolina or a location within thirty miles of Charlotte, North Carolina shall not constitute “Good Reason”); or (iii) any material breach of this Agreement by the Company or the applicable Bank; provided that the Participant shall have delivered written notice to the Company, within ninety days of the initial existence of the circumstances giving rise to Good Reason, of the Participant's intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Participant's right to terminate his employment for Good Reason and the Company or the applicable Bank shall not have cured such circumstances within thirty days following the Company's receipt of such notice. If, following such thirty day period, the Company or the applicable Bank has not cured such circumstances and Participant decides to proceed with the termination of his employment for Good Reason, such a termination will be effective by providing the Company with a Notice of Termination. (c) To the extent permitted by the Consent Orders, to the extent still in effect at the time, in the event of a Change in Control (as defined in the Plan26 CFR 1.280G-1, Q&A-27 through Q&A-29), a any portion of the shares of Restricted Stock Participant's Award that is unvested shall become immediately vested immediately prior to the date upon such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received Change in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthControl. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (ai) In Except as otherwise provided in this Section 2(c), in the event that the Participant’s Participant experiences a Termination of Service with for any reason, the Company and Genco terminates before all Participant shall forfeit to the shares of Company, without compensation, any Restricted Stock Units that are vested for any reason other than a termination by unvested as of the Company without cause date of such Termination of Service. (as defined in ii) Notwithstanding the Plan)foregoing, by if the Participant for Good reason, or experiences (A) a Termination of Service due to the Participant’s death or disability Disability, or (B) a Termination of Service by the Company without “Cause” (as defined in the Planbelow), all unvested shares in either case, while any of the Restricted StockStock Units are unvested, together the Restricted Stock Units shall not be forfeited and instead shall remain outstanding and eligible to vest in accordance with any property received in respect Section 2(b), without regard to the requirement of the Participant’s continued employment or other service through the date of vesting; provided however that, if the FID Date has not occurred as of such sharesTermination of Service, the FID Date must occur no later than one (1) year following the date of such Termination of Service in order for such Restricted Stock Units to remain outstanding and eligible to vest; provided further that such continued vesting shall be subject to and conditioned upon, other than in the case of a Termination of Service due to the Participant’s death: (I) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject and (II) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that Participant has or may have against the Company and its Affiliates and their respective affiliates, officers, directors, employees, shareholders, agents and representatives, in a form satisfactory to the Company, within twenty-one (21) days (or such longer period as set forth in Section 9 hereofmay be required by law) after delivery of the form of release by the Company. For the avoidance of doubt, shall be forfeited if the FID Date has not occurred as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability Termination of Service and does not occur within one (as defined in 1) year following the Plan)date of such Termination of Service the Participant shall forfeit to the Company, a portion of the shares of without compensation, any Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which Units that are not and have not become vested, together with any property received in respect unvested as of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect one (1) year anniversary of such shares. The number Termination of shares to become vested immediately prior to the date such Service terminates shall be as follows:Service. (iiii) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraphAgreement, a month notwithstanding anything in the Plan to the contrary, “Cause” shall be deemed completed on have the 15th of meaning assigned to such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth term in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.any

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reasonReason (as defined in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “Employment Agreement”)), or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or GencoCompany. (b) In the event that that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company and Genco is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all shares of Restricted Stock shall become vested immediately prior to such termination of Service. (c) In the event that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a portion Pro Rata Portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminatesterminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The For purposes hereof, “Pro Rata Portion” shall mean that number of shares to of Restricted Stock that would become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding November 15 Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th termination of such monthService.

Termination of Service. (a) In the event that of the Participant’s Service with termination of service, the Company Option may be exercised only to the extent vested and Genco exercisable on the date of the Participant’s Termination Date (unless the termination was for Cause), and the Option must be exercised, if at all, prior to the first to occur of the following, as applicable: (X) the close of the period of 180 days next succeeding the Termination Date; or (Y) the close of the Option Period. If the services of such a Participant are terminated for Cause, the Option shall lapse and no longer be exercisable as of his Termination Date as determined by the Administrator. Notwithstanding the foregoing, unless the Administrator determines otherwise, (i) if the Participant becomes an Employee of the Corporation or an Affiliate, he shall be subject to the provisions of Section 7(d)(iii) of the Plan; and (ii) if the Participant terminates before all service on the shares of Restricted Stock are vested Board (for any reason other than death or for Cause) but enters into a termination written agreement to provide services to the Corporation as an Independent Contractor, he shall continue to be treated as in service to the Corporation and his Termination Date shall not be treated as occurring until the later of the date he no longer is in service to the Corporation as a Director or the date he is no longer in service as an Independent Contractor (as determined by the Company without cause Administrator). For purposes of the Agreement, “Cause” shall mean the Participant’s termination shall be for Cause if such termination results from the Participant’s (i) termination for “cause” as defined in under the PlanParticipant’s employment, consulting or other agreement, if any, with the Corporation or an Affiliate or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not define a “cause” termination), by then the Participant Participant’s termination shall be for Good reason, or “Cause” if termination results due to the Participant’s death (A) personal dishonesty, (B) gross incompetence, (C) willful misconduct, (D) breach of a fiduciary duty involving personal profit, (E) intentional failure to perform stated duties, (F) willful violation of any law, rule, regulation (other than minor traffic violations or disability similar offenses), written Corporation policy or final cease-and-desist order, (as defined G) conviction of a felony or a misdemeanor involving moral turpitude, (H) unethical business practices in connection with the Corporation’s business, (I) misappropriation of the Corporation’s assets, or (J) engaging in any conduct that could be materially damaging to the Corporation without a reasonable good faith belief that such conduct was in the Plan), all unvested shares best interest of Restricted Stock, together with any property received in respect the Corporation. The determination of such shares, subject to and as set forth in Section 9 hereof, “Cause” shall be forfeited as made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the date such Service terminatesforegoing, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For for purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director ofPlan and this Agreement, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is employment or service shall be deemed to have terminated for reason of Cause if, after the Participant’s death employment or disability (as defined service has terminated, facts and circumstances are discovered that would have justified, in the Plan)opinion of the Administrator, a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthfor Cause. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 20142011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 20142011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. Notwithstanding Section 2(a), if Optionee’s service for the Company and/or its Subsidiaries (awhether such service was rendered as an employee or a consultant or advisor) In terminates for any reason (“Termination of Service”) prior to the event complete exercise of the Option, then all vesting pursuant to Section 2(a) shall cease as of the date of Termination of Service and the Option shall thereafter be exercisable only to the extent, if any, that the Participant’s Option was exercisable at the time of Termination of Service; provided, however, that (i) if Termination of Services occurs by reason of death or Disability then the Option shall immediately become exercisable in full as to 100% of the Shares and (ii) upon any Termination of Service with by the Company for Cause (as defined below), the entire Option shall immediately and Genco terminates before all automatically terminate, notwithstanding any prior vesting. In addition, notwithstanding any other provision in this Agreement to the shares contrary, the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting, if following Termination of Restricted Stock are vested Service the Optionee breaches any material provision of the Employee Invention Agreement (as defined below). For purposes of this Agreement, the term “Cause” (i) shall expressly include the breach by Optionee of any material provision of the Employee Proprietary Information and Inventions Agreement signed by the Optionee for the benefit of the Company and/or its Subsidiaries (the “Employee Invention Agreement”) and (ii) shall also include any actions or inactions constituting “cause” within the meaning ascribed thereto in the Plan and in any employment agreement to which Optionee is a party or, in the absence thereof, shall include but not be limited to insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his or her duties and responsibilities for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good reason, illness or due to the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Gencoincapacity. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In i. Except as otherwise provided in this Section 2(c), in the event that the Participant’s Participant experiences a Termination of Service with for any reason, the Company and Genco terminates before all Participant shall forfeit to the shares Company, without compensation, any Shares of Restricted Stock that are vested for any reason other than a termination by unvested and/or subject to forfeiture restrictions as of the Company without cause (as defined date of such Termination of Service; provided, however, that in the Plan), by event the Participant for Good reason, or experiences (A) a Termination of Service due to the Participant’s death or disability Disability, or (B) a Termination of Service by the Company without “Cause” (as defined in the Planbelow), all unvested shares then any Shares of Restricted Stock, together with any property received in respect of such shares, Stock that are unvested and/or subject to and as set forth in Section 9 hereof, shall be forfeited forfeiture restrictions as of the date of such Termination of Service terminatesshall not be forfeited and instead shall remain outstanding following the date of such Termination of Service, and the Participant promptly shall return subject to vesting in accordance with Section 2(b), without regard to the Company any certificates evidencing such shares, together with any cash dividends requirement of the Participant’s continued employment or other property received service through the date of vesting; provided, further, that the Board (or a committee thereof), in respect each case, in its sole discretion, may (but shall not be obligated to ) provide for the acceleration of vesting or lapse of forfeiture restrictions of all or any unvested Shares of Restricted Stock upon or following such sharesTermination of Service. For purposes hereofAny continued or accelerated vesting, “Service” means as applicable, of the Shares of Restricted Stock pursuant to the foregoing shall be subject to and conditioned upon, other than in the case of a continuous time period during Termination of Service due to the Participant’s death: (I) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is at least subject (the “Restrictive Covenants”) and (II) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that Participant has or may have against the Company and its Affiliates and their respective affiliates, officers, directors, employees, shareholders, agents and representatives, in a form satisfactory to the Company, within twenty-one (21) days (or such longer period as may be required by law) after delivery of the form of release by the Company (a “Release”). ii. If the Participant incurs a Termination of Service by the Company, one of its Subsidiaries or Driftwood Holdings LP or its subsidiaries (collectively, the following: “Partnership”) after rejecting an offer of employment or other service with any entity for which such employment or other service would be credited as continued service with the Company or a Subsidiary for purposes of the vesting of the Restricted Stock (including, without limitation, pursuant to Section 2(c)(iii) of this Agreement), then, notwithstanding anything in the foregoing to the contrary, there will be no deemed Termination of Service by the Company without Cause for purposes of this Agreement. iii. Notwithstanding the foregoing, a Termination of Service will not be deemed to occur for purposes of this Agreement if the Participant becomes an employee or other service provider of the Partnership immediately following a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Termination of Service with the Company or its Subsidiaries (or if the Participant becomes an employee or other service provider of the Company or its Subsidiaries immediately following a Termination of Service with the Partnership), or if the Participant’s employment or other service with the Company or its Subsidiaries is transferred, assigned or seconded to the Partnership (or if the Participant’s employment or other service with the Partnership is transferred, assigned or seconded to the Company or its Subsidiaries), it being understood that in such cases, continuous employment or other service with the Company, its Subsidiaries and/or the Partnership shall be treated as continuous service with the Company for purposes of this Agreement, and Genco a Termination of Service shall be deemed to occur upon the cessation of all employment or other service to the Company, its Subsidiaries and the Partnership. iv. For purposes of this Agreement, notwithstanding anything in the Plan to the contrary, “Cause” shall have the meaning assigned to such term in any employment, consulting or similar agreement between the Participant and the Company or one of its Subsidiaries. To the extent that the Participant is terminated not a party to any such agreement, or there is no definition assigned to “Cause” in such agreement, “Cause” shall mean a Termination of Service resulting from (A) the Participant’s indictment for, conviction of, or pleading of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude; (B) the Participant’s gross negligence with regard to the Company or any Affiliate in respect of the Participant’s duties for the Company or any Affiliate; (C) the Participant’s willful misconduct having or, which in the good faith discretion of the Board could have, an adverse impact on the Company or any Affiliate economically or reputation-wise; (D) the Participant’s material breach of this Agreement, or any employment, consulting or similar agreement between the Participant and the Company or one of its Affiliates or material breach of any code of conduct or ethics or any other policy of the Company, which breach (if curable in the good faith discretion of the Board) has remained uncured for a period of ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the agreement or policy has been materially breached; or (E) the Participant’s continued or repeated failure to perform the Participant’s duties or responsibilities to the Company or any Affiliate at a level and in a manner satisfactory to the Company in its sole discretion (including by reason of the Participant’s death habitual absenteeism or disability (as defined in due to the PlanParticipant’s insubordination), a portion which failure has not been cured to the Company’s satisfaction following notice to the Participant. Whether the Participant has been terminated for Cause will be determined by the Company’s Chief Executive Officer (or her or his designee) in her or his sole discretion or, if the Participant is or is reasonably expected to become subject to the requirements of Section 16 of the shares Exchange Act, by the Board or the Compensation Committee in its sole discretion. To the extent the Participant is terminated as a member of Restricted Stock the Board of the Company or any of its Affiliates, such termination for “cause” shall become vested immediately prior be determined in accordance with the provisions of Section 141(k) of the Delaware General Corporation Law. In addition to the date such Service terminatesforegoing, and all if the Participant is an employee or other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as service provider of the date such Service terminatesPartnership at the time of the Participant’s Termination of Service, and then a termination by the Partnership for any act or omission by the Participant promptly shall return that, if done (or not done) with respect to the Company or an Affiliate would be grounds for “Cause” hereunder or in any certificates evidencing applicable employment, consulting or similar agreement between the Participant and the Partnership that is then in-effect, then such shares, together with any cash dividends or other property received in respect Termination of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior deemed to November 15, 2014, 25% be a Termination of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the for Cause for purposes of this paragraph, a month shall be deemed completed on the 15th of such monthAgreement. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that the Participant’s Service service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason Group is terminated either (i) voluntarily by Participant (other than as a termination result of Retirement, as defined below), or (ii) involuntarily by a member of the Company Group for cause (as determined by the Company without cause (as defined in the Planits sole discretion), by the Participant shall, for Good reasonno consideration, or due forfeit all Restricted Stock Units to the Participant’s death or disability (as defined in extent they are not fully vested at the Plan), all unvested shares time of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such sharesseparation from service. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the of termination of Participant’s Service service with the Company and Genco is terminated Group prior to a Vesting Date for reason any other reason, including but not limited to, death, Retirement, or involuntary termination by a member of the Company Group other than for cause, including without limitation, as a result of (i) a disposition (or similar transaction) with respect to an identifiable Company business or segment (“Business”), and in accordance with the terms of the transaction, Participant and a substantial portion of the other employees of the Business continue in employment with such Business or commence employment with its acquiror, (ii) the elimination of Participant’s death position within the Company Group, or disability (as defined in iii) the Planselection of Participant for work force reduction (whether selection is voluntary or involuntary), then Participant shall become vested in a portion of the shares of Restricted Stock Units which is in proration to Participant’s service during the period commencing on the later of (i) the Grant Date or (ii) the immediately previous Vesting Date and ending on the date of death, Retirement, or involuntary termination other than for cause as described in this subparagraph and the date of termination shall be treated as a Vesting Date for purposes of this Agreement. If a Change in Control occurs prior to a Vesting Date and prior to Participant’s separation from service and if Participant’s employment is involuntarily terminated by a member of the Company Group (other than for cause) on or within two years following the Change in Control, then Participant shall become vested immediately prior in all unvested Restricted Stock Units credited to Participant under this Agreement on Participant’s termination date (to the date such Service terminates, and all other shares of Restricted Stock which are extent not and have not become vested, together previously vested in accordance with any property received in respect of such shares, as set forth in Section 9 the terms hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For of termination shall be treated as the Vesting Date for purposes of this paragraph, a month shall be deemed completed on the 15th of such monthAgreement. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that If the Participant’s Service with 's service ---------- ---------------------- on the Company and Genco terminates before all the shares Board is terminated by reason of Restricted Stock are vested for any reason other than a termination by the Company without cause (as defined in the Plan)Retirement, by the Participant for Good reason, Disability or due to the Participant’s death or disability (as defined in the Plan)Death, all unvested shares of Restricted StockStock shall become immediately vested and nonforfeitable. If the Participant's service on the Board is terminated by the Company without Cause prior to any applicable vesting date, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as two-thirds (2/3) of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the remaining unvested shares of Restricted Stock shall become immediately vested and nonforfeitable, and one-third (1/3) of the remaining unvested shares shall be forfeited to the Company (in each case rounded upward or downward to the nearest whole share, as applicable). If the Participant is nominated but is not reelected as a member of the Board by the shareholders of the Company, the restrictions imposed on any unvested portion of the Restricted stock shall immediately lapse. If the Participant's service on the Board is terminated for any reason other than as provided above in this Section 3 (including, without limitation, voluntary termination by the Participant or termination by the Company for Cause) prior to any applicable vesting date, the date such Service terminates, and Participant shall forfeit his interest in all other shares of Restricted Stock which are not and that have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited vested as of the date such Service terminatesof termination. Any shares of Restricted Stock that are forfeited by the Participant hereunder shall be returned and transferred to the Company or the Plan Trust, as determined by the Company, and the Participant promptly shall return cease for all purposes to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect be a shareholder of such shares. The number shares as of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the of termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthservice. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. Except as provided below, if the Participant incurs a termination of service, all shares of Restricted Stock not vested at the time of such termination shall be immediately and automatically forfeited by the Participant upon such termination of service. (a) In the event that of the Participant’s Service Retirement, death, or Disability (as such terms are defined below) the following provisions shall apply: (i) if such Retirement, death, or Disability occurs within the twelve-month period prior to the second anniversary of the Grant Date, the Participant shall become immediately vested in two-thirds of the Award; or (ii) if such Retirement, death, or Disability occurs within the twelve-month period prior to the third anniversary of the Grant Date or anytime thereafter, the Participant shall become immediately vested in the full Award. Notwithstanding the foregoing, and only to the extent required by applicable law, if the Participant has not performed substantial services for the Company or its Affiliates for at least two years from the Grant Date, any portion of the Participant’s Award that would become vested pursuant to this Section 3(a) in connection with the Company and Genco terminates before all Participant’s Retirement shall be forfeited. For purposes of this Agreement, Retirement shall mean termination of employment on or after the shares Participant attains age 65. Disability shall mean that either (i) the Participant is deemed disabled for purposes of Restricted Stock are vested any group or individual long‑term disability policy paid for any reason other than a termination by the Company without cause or its Affiliate that covers the Participant, or (as defined ii) in the Plan)good faith judgment of the Company Board of Directors, by the Participant for Good reason, or due is substantially unable to perform the Participant’s death duties under this Agreement for more than ninety days, whether or disability (as defined not consecutive, in the Plan)any twelve‑month period, all unvested shares by reason of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends a physical or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee mental illness or a director of, or a consultant to, the Company or Gencoinjury. (b) In the event that the Company terminates the Participant’s Service with service without Cause or the Company and Genco is terminated Participant terminates service for reason Good Reason (as such terms are defined below), any portion of the Participant’s death Award that is unvested shall become immediately vested. Notwithstanding the foregoing, and only to the extent required by applicable law, if the Participant has not performed substantial services for the Company or disability its Affiliates for at least two years from the Grant Date, any portion of the Participant’s Award that would become vested pursuant to this Section 3(b) in connection with the Participant’s termination of service shall be forfeited. Exhibit 10.32 For purposes of this Agreement, Cause shall mean the termination of the Participant on account of (A) the Participant’s incompetence or dishonesty in his performance of, deliberate neglect of, willful malfeasance or misconduct in connection with the performance of, or continued failure to substantially perform, duties reasonably assigned to the Participant by the Company Board of Directors or any Affiliate Board of Directors which are in the interests of the Company or the Affiliate and consistent with the Participant’s obligations hereunder; (B) the Participant’s material breach of this Agreement or any material written Company policy; (C) the Participant’s willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease‑and‑desist order; or (D) an act or acts on Participant’s part constituting (x) a felony or (y) a misdemeanor involving (a) fraud, moral turpitude, dishonesty, breach of trust or fiduciary duties, organized crime or racketeering; (b) a violation of securities or commodities laws or regulations; (c) a violation of depository institution laws or regulations; (d) a violation of housing authority laws or regulations; or (e) a violation of the rules, regulations, codes of conduct or ethics of a self‑regulatory trade or professional organization. For purposes of this Agreement, Good Reason shall mean, unless the Participant shall have consented in writing thereto, (i) a material diminution in the Participant’s duties and responsibilities or authority, or any material adverse change in the Participant’s base compensation; (ii) a relocation of the Participant’s primary work location more than thirty miles from Asheboro, North Carolina (provided that the relocation of the Participant’s primary work location to Charlotte, North Carolina or a location within thirty miles of Charlotte, North Carolina shall not constitute “Good Reason”); or (iii) any material breach of this Agreement by the Company; provided that the Participant shall have delivered written notice to the Company, within ninety days of the initial existence of the circumstances giving rise to Good Reason, of the Participant’s intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to the Participant’s right to terminate his employment for Good Reason and the Company shall not have cured such circumstances within thirty days following the Company’s receipt of such notice. If, following such thirty day period, the Company has not cured such circumstances and Participant decides to proceed with the termination of his employment for Good Reason, such a termination will be effective by providing the Company with a Notice of Termination. (c) In the event of a Change in Control (as defined in the Plan26 CFR 1.280G-1, Q&A-27 through Q&A-29), a any portion of the shares of Restricted Stock Participant’s Award that is unvested shall become immediately vested immediately prior to the date upon such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received Change in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthControl. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.

Termination of Service. (a) In the event that a. Except as otherwise expressly provided in this Agreement, if the Participant’s Service service with the Company terminates for any reason at any time before the Vesting Date, the Participant’s unvested PSUs shall be automatically forfeited upon such termination of service with the Company and Genco terminates before all the shares of Restricted Stock are vested for any reason other than a termination by neither the Company without cause (as defined in the Plan), by nor any Affiliate shall have any further obligations to the Participant for Good reasonunder this Agreement. Section 5.1 notwithstanding, or due to if the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service service with the Company and Genco is terminated for before the Vesting Date (i) by reason of the Participant’s death or disability “Disability,” (as defined in ii) by the Plan), a portion Company or an Affiliate without “Cause,” (iii) by the Participant for “Good Reason,” (iv) by reason of the shares Participant’s “Retirement,” or (v) by reason of Restricted Stock shall become vested immediately prior to a termination of employment after the date such Service terminatesCompany’s nonrenewal of the Term of Employment that meets all of the conditions of Section 5(m)(i) or Section 5(m)(ii) of the Participant’s Employment Agreement, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited effect as of the date Grant Date, the PSUs, after adjustment for performance under Section 3 above, shall vest as of the Vesting Date as though termination of service had not occurred, in each case, provided that the Participant complies with Section 5(i) of the Employment Agreement, in effect at the time of this grant. For purposes of this Agreement, “Disability,” “Cause,” “Good Reason” and “Term of Employment” are as defined under the Employment Agreement. For purposes of this Agreement, “Retirement” means the termination of service with the Company by the Participant with or without Good Reason or by the Company without Cause, in each case, after the Participant has attained age 55 and the sum of his age plus his years of service with the Company and its predecessors (including, in each case, fractional years) equals or exceeds 65 as of such Service terminatestermination date, and the Participant promptly shall return to has at least five years of service with the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect and its predecessors as of such shares. The number of shares to become vested immediately prior to termination date, provided that the date such Service terminates shall be as follows: (iParticipant complies with Section 5(i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth Employment Agreement, in Section 1 hereof multiplied by a fraction, effect at the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes time of this paragraphgrant. Years of service for this purpose will be based on all periods of employment with the Company and its predecessors as determined by the Company in accordance with such rules and procedures as it may establish from time to time, a month provided that years of service shall be deemed completed on include employment by Fixed Income Discount Advisory Company (“FIDAC”) during the 15th of such month. (ii) If time FIDAC was the termination occurs on or after November 15, 2014, 25% external manager of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthCompany.

Termination of Service. (ai) In Except as otherwise provided in this Section 2(c), in the event that the Participant’s Participant experiences a Termination of Service with for any reason, the Company and Genco terminates before all Participant shall forfeit to the shares of Company, without compensation, any Restricted Stock Units that are vested for any reason other than a termination by unvested as of the Company without cause date of such Termination of Service. (as defined in ii) Notwithstanding the Plan)foregoing, by if the Participant for Good reason, or experiences (A) a Termination of Service due to the Participant’s death or disability Disability, or (B) a Termination of Service by the Company without “Cause” (as defined in the Planbelow), all unvested shares in either case, while any of the Restricted StockStock Units are unvested, together the Restricted Stock Units shall not be forfeited and instead shall remain outstanding and eligible to vest in accordance with any property received in respect Section 2(b), without regard to the requirement of the Participant’s continued employment or other service through the date of vesting; provided however that, if the FID Date has not occurred as of such sharesTermination of Service, the FID Date must occur no later than one (1) year following the date of such Termination of Service in order for such Restricted Stock Units to remain outstanding and eligible to vest; provided further that such continued vesting shall be subject to and conditioned upon, other than in the case of a Termination of Service due to the Participant’s death: (I) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject and (II) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that Participant has or may have against the Company and its Affiliates and their respective affiliates, officers, directors, employees, shareholders, agents and representatives, in a form satisfactory to the Company, within twenty-one (21) days (or such longer period as set forth in Section 9 hereofmay be required by law) after delivery of the form of release by the Company. For the avoidance of doubt, shall be forfeited if the FID Date has not occurred as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability Termination of Service and does not occur within one (as defined in 1) year following the Plan)date of such Termination of Service the Participant shall forfeit to the Company, a portion of the shares of without compensation, any Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which Units that are not and have not become vested, together with any property received in respect unvested as of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect one (1) year anniversary of such shares. The number Termination of shares to become vested immediately prior to the date such Service terminates shall be as follows:Service. (iiii) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraphAgreement, a month notwithstanding anything in the Plan to the contrary, “Cause” shall be deemed completed on have the 15th of meaning assigned to such month. (ii) If term in any employment, consulting or similar agreement between the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 Participant and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.Company

Termination of Service. (a) In the event that the Participant’s Service with the Company and Genco terminates before all the shares of Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined described in the PlanSection 4(b), by the Participant for Good reason, Section 6(b) or due to the Participant’s death or disability (as defined in the PlanSection 6(c), all unvested shares of Restricted StockStock Units, together with any property received in respect of Dividend Equivalents related to such sharesRestricted Stock Units, subject to and as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, terminates and the Participant promptly shall return not be entitled to the Company any certificates evidencing such shares, together with any cash dividends compensation or other property received in amount with respect of to such sharesforfeited Restricted Stock Units. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company. For the avoidance of doubt, no resignation by the Participant as a director following termination of the Participant’s employment by the Company or Gencowithout cause shall be deemed a resignation by the Participant subject to this Section 6(a). (b) In the event that that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company and Genco is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), the Restricted Stock Units shall vest in full as of the date of such termination of Service. (c) In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a portion Pro Rata Portion of the shares of Restricted Stock Units shall become vested immediately prior to as of the date such Service terminatesterminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other shares of Restricted Stock Units which are not and have not become vested, together with any property received in respect of Dividend Equivalents related to such sharesRestricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates. For purposes hereof, and the Participant promptly “Pro Rata Portion” shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The mean that number of shares to Restricted Stock Units that would become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding November 15 Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th termination of such monthService.

Termination of Service. (a) In Upon the termination or cessation of Employee’s employment or service with the Company and its Affiliates, for any reason whatsoever, any portion of the Restricted Stock which is not yet then vested, and which does not then become vested pursuant to this Section 3, shall automatically and without notice terminate, be forfeited and become null and void. (b) Notwithstanding the foregoing, in the event that the ParticipantEmployee’s Service employment with or service to the Company and its Affiliates is terminated by the Company without Cause, a portion of the Shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the termination of the Employee’s employment with the Company and Genco terminates before all its Affiliates (the shares “Date of Termination”), as follows (in each case, rounded to the nearest whole number): the number of such Shares of Restricted Stock are vested for any reason other than a termination that shall so vest shall be calculated by (i) multiplying (A) the Company without cause total number of Shares of Restricted Stock by (B) the Applicable Percentage (as defined in the Planbelow), by the Participant for Good reason, or due to the Participant’s death or disability and (as defined in the Plan), all unvested ii) subtracting from such product that number of shares of Restricted Stock, together with any property received in respect of such sharesif any, subject to and as set forth in Section 9 hereof, shall be forfeited otherwise vested as of the date such Service terminates, and the Participant promptly shall return Date of Termination pursuant to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such sharesSection 2(a) hereof. For purposes hereof, the “ServiceApplicable Percentage” means a continuous time period during which the Participant is at least one of the following: an employee or a director of, or a consultant to, the Company or Genco. (b) In the event that the Participant’s Service with the Company and Genco is terminated for reason of the Participant’s death or disability (as defined in the Plan), a portion of the shares of Restricted Stock shall become vested immediately prior to the date such Service terminates, and all other shares of Restricted Stock which are not and have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is shall be the number of completed full months between during the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed period beginning on the 15th Date of such month. (ii) If Grant and ending on the termination occurs on or after November 15Date of Termination, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, and the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes shall be 60. (c) Notwithstanding any other term or provision of this paragraphAgreement but subject to the provisions of the Plan, a month the Administrator shall be deemed completed on authorized, in its sole discretion, based upon its review and evaluation of the 15th performance of the Employee and of the Company and its Affiliates, to accelerate the vesting of all or any portion of the Restricted Stock under this Agreement, at such monthtimes and upon such terms and conditions as the Administrator shall deem advisable.

Termination of Service. Notwithstanding anything set forth in this Exhibit A to the contrary: (a) In the event that If the Participant’s Service service with the Company and Genco terminates before all Employer is terminated on or prior to the shares of Restricted Stock are vested for any reason other than a termination End Date by the Company Employer without cause (as defined in the Plan), Cause or by the Participant for Good reasonReason, or due to then the Participant’s death or disability (as defined in the Plan), all unvested shares of Restricted Stock, together with any property received in respect of such shares, subject to and as set forth in Section 9 hereof, Participant shall be forfeited eligible to vest in a number of Partnership Units equal to (1) the greater of (A) the number of Partnership Units that are Earned Units as of the date of such termination (with the date of termination treated as the End Date for purposes of this clause (A)), without regard to achievement of the Service terminatesCondition, and (B) the number of Partnership Units set forth on Annex 1 to this Exhibit A corresponding to the applicable date of termination that are already, or become, Earned Units based on the achievement of the Performance Condition relating to such Partnership Units during the Performance Period, without regard to the achievement of the Service Condition (the applicable number of Partnership Units in this clause (B), the “Termination Eligible Units”), less (2) the number of Partnership Units that otherwise fully vested on or prior to the date of termination in accordance with Section 2 of this Exhibit A (as applicable, the “Qualifying Termination Units”). The Qualifying Termination Units shall remain outstanding following the date of termination and shall fully vest as of the End Date so long as (i) the Participant promptly shall return does not engage in Detrimental Activities at any time on or prior to the Company any certificates evidencing such shares, together with any cash dividends or other property received End Date and (ii) in respect the case of such shares. For purposes hereof, “Service” means a continuous time period during which the Participant is at least one Termination Eligible Units set forth in subclause (1)(b) of the following: an employee or a director of, or a consultant tothis clause (a), the Company or Genco.Performance Condition has been achieved during the Performance Period in accordance with Section 2(a) of this Exhibit A. (b) In the event that If the Participant’s Service service with the Company and Genco is terminated for reason Employer terminates on or prior to the End Date as a result of the Participant’s death or disability Disability, then the Participant (or his applicable representative) shall be eligible to vest in a number of Partnership Units equal to (1) the greater of (A) the number of Partnership Units that are Earned Units as of the date of such termination (with the date of termination treated as the End Date for purposes of this clause (A)), without regard to achievement of the Service Condition, and (B) if the Implied TSR Hurdle (as defined in set forth on Annex 2 to this Exhibit A) corresponding to the Plan), a portion applicable date of termination has been achieved as of the shares date of Restricted Stock shall become such termination calculated in accordance with the terms of Annex 2 to this Exhibit A, the number of “Pro-Rated Units” set forth on Annex 2 to this Exhibit A corresponding to such date of termination, less (2) the number of Partnership Units that otherwise fully vested immediately on or prior to the date such Service terminatesof termination in accordance with Section 2 of this Exhibit A (as applicable, the “Death/Disability Units”). The Death/Disability Units shall remain outstanding following the date of termination and all shall fully vest as of the End Date; provided, that in the event of a termination due to Disability, the Participant does not engage in Detrimental Activities at any time on or prior to the End Date. (c) If the Participant’s service terminates for any other shares of Restricted Stock which are not and reason on or prior to the End Date (including, without limitation, (i) if the Participant’s service with the Employer is terminated on or prior to the End Date for Cause or (ii) if Participant’s service with the Employer is terminated on or prior to the End Date by the Participant without Good Reason (including any termination by the Participant in connection with Participant’s retirement)), then any Partnership Units granted pursuant to the Agreement that have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, fully vested shall immediately be forfeited as of the date such Service terminates, and the Participant promptly shall return to the Company any certificates evidencing such shares, together with any cash dividends or other property received in respect of such shares. The number of shares to become vested immediately prior to the date such Service terminates shall be as follows: (i) If the termination occurs prior to November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 11 and the numerator of which is the number of completed months between the date hereof and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such monthforfeited. (ii) If the termination occurs on or after November 15, 2014, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months between the immediately preceding November 15 and the date such Service terminates. For the purposes of this paragraph, a month shall be deemed completed on the 15th of such month.