Common use of Termination of Service Clause in Contracts

Termination of Service. (a) In the event of the Participant's termination of service, the Option may be exercised only to the extent 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, whichever shall be applicable: (i) the close of the three-month period following the Termination Date; or (ii) the close of the Option Period. (b) If the service of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administrator. For purposes of this Agreement, "Cause" shall mean the Participant's termination of service resulting from the Participant's (i) 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant'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), 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; Company or (ii) the close of the Option PeriodGenco. (b) If In the service of event that the Participant Participant’s Service with the Company and Genco is terminated for Causereason of the Participant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined 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 Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2014, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units 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 (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause), such Service terminates and the Option must Participant shall not be exercisedentitled to any compensation or other amount with respect to such forfeited Restricted Stock Units. For purposes hereof, if “Service” means a continuous time period during which the Participant is at all, prior to the first to occur least one of the following: an employee or a director of, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service of event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant is terminated for CauseGood Reason, the Option all Restricted Stock Units shall lapse and no longer be exercisable become vested immediately as of the Termination Datedate 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 Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as determined by set forth in Section 9 hereof, shall be forfeited as of the Administratordate such Service terminates. For purposes of this Agreementhereof, "Cause" “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the Participant's 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 Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of service resulting from the Participant's (i) 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for CauseService.

Termination of Service. (a) In the event of that the Participant's ’s Service with the Company terminates for any reason other than a termination of serviceby the Company without cause (as defined in the Plan), the Option may be exercised only to the extent exercisable on the date of or the Participant's Termination Date ’s death or disability (unless as defined in the termination was for Cause), and the Option must be exercised, if at all, Plan) prior to the first end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to occur such PRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If Except as provided in Section 4(b) hereof, in the service event that, before the end of the Participant Measurement Period, the Participant’s Service with the Company is terminated for Causeon account of the Participant’s death or 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 Option Participant’s Service as an employee of the Company is terminated by the Company without cause (as defined in the Plan), (i) the ​ effective date of the termination of Service shall lapse be the last day of the Measurement Period, (ii) the Participant shall earn and no longer be exercisable vest in the Target PRSUs as of the Termination Date, as determined by effective date of the Administrator. For purposes of this Agreement, "Cause" shall mean the Participant's termination of service resulting from Service, (iii) the Participant's (i) 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 Target PRSUs shall be for "Cause" if termination results due to settled on the Participant's (A) dishonesty, (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, 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 effective date of the Corporation. The determination termination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for CauseService.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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) or 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2009, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2009, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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) or 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2007, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2007, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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) or 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2010, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2010, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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) or 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, as set forth in Section 9 hereof, shall be forfeited as of the Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to July 22, 2006, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator of which is 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 22nd of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after July 22, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2006, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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 date hereof and the date such Service terminates. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 22nd of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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) or 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2008, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2008, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In Upon the event termination or cessation of Grantee’s employment or service with the Company and its Affiliates, for any reason whatsoever, any portion of the Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)Restricted Stock which is not yet then vested, and the Option must which does not then become vested pursuant to this Section 3, shall automatically and without notice terminate, be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (i) the close of the three-month period following the Termination Date; or (ii) the close of the Option Periodforfeited and become null and void. (b) If Notwithstanding the foregoing, in the event that the Grantee’s employment with or service to the Company and its Affiliates is terminated by the Company without Cause, a portion of the Participant is terminated for Cause, the Option Shares of Restricted Stock subject to this Agreement shall lapse and no longer be exercisable become immediately vested as of the Termination Datedate of the termination of the Grantee’s employment with the Company and its Affiliates (the “Date of Termination”), as determined follows (in each case, rounded to the nearest whole number): the number of such Shares of Restricted Stock that shall so vest shall be calculated by the Administrator. For purposes of this Agreement, "Cause" shall mean the Participant's termination of service resulting from the Participant's (i) termination for "cause" multiplying (A) the total number of Shares of Restricted Stock by (B) the Applicable Percentage (as defined under the Participant's employmentbelow), consulting or other agreement with the Corporation or an Affiliateand (ii) subtracting from such product that number of shares of Restricted Stock, if any, or (iiotherwise vested as of the Date of Termination pursuant to Section 2(a) if hereof. For purposes hereof, 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 “Applicable Percentage” shall be for "Cause" if termination results due a fraction, the numerator of which shall be the number of full months during the period beginning on the Date of Grant and ending on the Date of Termination, and the denominator of which shall be 60. (c) Notwithstanding any other term or provision of this Agreement but subject to the Participant's (A) dishonestyprovisions of the Plan, (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, as determined by the Administrator or shall be authorized, in its designeesole discretion, (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 based upon its review and evaluation of the Corporation. The determination performance of "Cause" shall be made by the Administrator Grantee and of the Company and its determination shall be final and conclusive. Without in Affiliates, to accelerate the vesting of all or any way limiting the effect portion of the foregoing, for purposes of the Plan and Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Participant's service Administrator shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for Causedeem advisable.

Termination of Service. (a) In the event of If the Participant's termination service on --------- ---------------------- the Board is terminated by reason of serviceRetirement, Disability or Death, all unvested shares of Restricted Stock 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, two-thirds (2/3) 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 Option may be exercised only 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 extent exercisable on Participant shall forfeit his interest in all shares of Restricted Stock that have not become vested as of the date of termination. Any shares of Restricted Stock that are forfeited by the Participant's Termination Date (unless the termination was for Cause), Participant hereunder shall be returned and the Option must be exercised, if at all, prior transferred to the first to occur of Company or the following, whichever shall be applicable: (i) the close of the three-month period following the Termination Date; or (ii) the close of the Option Period. (b) If the service of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Termination DatePlan Trust, as determined by the Administrator. For Company, and the Participant shall cease for all purposes to be a shareholder of this Agreement, "Cause" shall mean such shares as of the Participant's date of termination of service resulting from the Participant's (i) 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for Causeservice.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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) or 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, as set forth in Section 9 hereof, shall be forfeited as of the Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2006, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2006, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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 date hereof and the date such Service terminates. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the shares of Restricted Stock are vested for any reason other than the Participant’s death or disability (as defined in the MIP), all unvested shares of Restricted Stock, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) the close an employee or a director of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company terminates for reason of the Participant is terminated for CauseParticipant’s death or disability (as defined in the MIP), a Pro Rata Portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and no longer all other shares of Restricted Stock which have not become vested, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be exercisable forfeited as of the Termination Datedate such Service terminates, as determined by and the AdministratorParticipant 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 of this Agreementhereof, "Cause" “Pro Rata Portion” shall mean that number of shares of Restricted Stock that would become vested on the Participant's 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 Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of service resulting from the Participant's (i) 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for CauseService.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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) or 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2011, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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) or 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2013, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2013, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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) or 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2012, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2012, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. Notwithstanding anything set forth in this Exhibit A to the contrary: (a) In the event of If the Participant's termination of service, ’s service with the Option may be exercised only Employer is terminated on or prior to the extent exercisable on End Date by the Employer without Cause or by the Participant for Good Reason, then the Participant 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 Participant's Termination date of termination treated as the End Date for purposes of this clause (unless the termination was for CauseA)), without regard to achievement of the Service Condition, and (B) the Option must be exercisednumber of Partnership Units set forth on Annex 1 to this Exhibit A corresponding to the applicable date of termination that are already, if at allor 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 first to occur 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 following, whichever shall be applicable: End Date so long as (i) the close of Participant does not engage in Detrimental Activities at any time on or prior to the three-month period following the Termination Date; or End Date and (ii) in the close case of Termination Eligible Units set forth in subclause (1)(b) of this clause (a), the Option Period.Performance Condition has been achieved during the Performance Period in accordance with Section 2(a) of this Exhibit A. (b) If the Participant’s service with the Employer terminates on or prior to the End Date as a result of the Participant’s death or Disability, then the Participant is terminated for Cause, (or his applicable representative) shall be eligible to vest in a number of Partnership Units equal to (1) the Option shall lapse and no longer be exercisable greater of (A) the number of Partnership Units that are Earned Units as of the Termination Date, date of such termination (with the date of termination treated as determined by the Administrator. For End Date for purposes of this Agreementclause (A)), "Cause" without regard to achievement of the Service Condition, and (B) if the Implied TSR Hurdle (as set forth on Annex 2 to this Exhibit A) corresponding to the applicable date of termination has been achieved as of the date of 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 on or prior to the date of termination in accordance with Section 2 of this Exhibit A (as applicable, the “Death/Disability Units”). The Death/Disability Units shall mean remain outstanding following the date of termination and 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 termination of ’s service resulting from terminates for any other reason on or prior to the Participant's End Date (including, without limitation, (i) termination for "cause" as defined under if the Participant's employment, consulting or other agreement ’s service with the Corporation Employer is terminated on or an Affiliate, if any, 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 has not entered into without Good Reason (including any such employment, consulting or other agreement (or if any such agreement does not address termination by the effect of a "cause" terminationParticipant in connection with Participant’s retirement)), then the Participant's termination shall be for "Cause" if termination results due any Partnership Units granted pursuant to the Participant's (A) dishonesty, (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, as determined by the Administrator or its designee, (C) engaging in fraudulent conduct, or (D) engaging in any conduct Agreement that could have not become fully vested shall immediately be materially damaging to the Corporation without a reasonable good faith belief that such conduct was in the best interest of the Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for Causeforfeited.

Termination of Service. (ai) In Except as otherwise provided in this Section 2(c), in the event the Participant experiences a Termination of Service for any reason, the Participant shall forfeit to the Company, without compensation, any Restricted Stock Units that are unvested as of the date of such Termination of Service. (ii) Notwithstanding the foregoing, if the Participant experiences (A) a Termination of Service due to the Participant’s death or Disability, or (B) a Termination of Service by the Company without “Cause” (as defined below), in either case, while any of the Restricted Stock Units are unvested, the Restricted Stock Units shall not be forfeited and instead shall remain outstanding and eligible to vest in accordance with Section 2(b), without regard to the requirement of the Participant's termination ’s continued employment or other service through the date of servicevesting; provided however that, if the FID Date has not occurred as of such Termination of Service, the Option 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 may be exercised only to required by law) after delivery of the extent exercisable on form of release by the Company. For the avoidance of doubt, if the FID Date has not occurred as of the date of the Participant's ’s Termination Date of Service and does not occur within one (unless 1) year following the termination was for Cause), and date of such Termination of Service the Option must be exercised, if at all, prior Participant shall forfeit to the first to occur Company, without compensation, any Restricted Stock Units that are unvested as of the following, whichever shall be applicable: such one (i1) the close year anniversary of the three-month period following the such Termination Date; or (ii) the close of the Option PeriodService. (biii) If the service of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administrator. For purposes of this Agreement, "Cause" shall mean notwithstanding anything in the Participant's termination of service resulting from the Participant's (i) 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 shall be for "Cause" if termination results due Plan to the Participant's (A) dishonestycontrary, (B) refusal “Cause” shall have the meaning assigned to perform his duties for the Corporation or continued failure to perform his duties to the Corporation such term in a manner acceptable to the Corporation, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for Cause.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 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; Company or (ii) the close of the Option PeriodGenco. (b) If In the service of event that the Participant Participant’s Service with the Company and Genco is terminated for Causereason of the Participant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2012, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2012, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In If the event Recipient's service as an employee of the Participant's termination of serviceCompany is terminated, the Option may be exercised only to the extent 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, whichever shall be applicableRecipient shall: (i) the close immediately forfeit his interest in any SARs that have not yet become vested, which unvested SARS shall be cancelled and shall be of the three-month period following the Termination Date; no further force or effect, and (ii) retain the close right to exercise any SARs that had previously become vested prior to the effective date of the Option Period. Recipient’s termination of employment with the Company until the expiration of thirty (b30) If days after the service effective date of such termination of employment; provided, however, that in the event such termination of employment is as a result of the Participant is terminated for CauseRecipient’s Retirement or Permanent Disability, the Option period during which the Recipient may exercise his vested SARs shall lapse and no longer be exercisable as continue until the expiration of ninety (90) days after the Termination Date, as determined by the Administratoreffective date of termination of employment. For purposes of this Agreement, "Cause" “Retirement” shall mean the Participant's Recipient’s voluntary termination of service resulting from his employment with the Participant's Company at any time on or after the date on which the following two conditions have been satisfied: (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or Recipient has reached age 62 and (ii) if the Participant Recipient 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, as determined been continuously employed 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 Corporation. The determination of "Cause" shall be made by the Administrator Company and its determination shall be final and conclusiveaffiliates for at least two (2) years. Without in any way limiting the effect of the foregoing, for For purposes of the Plan and this Agreement, the Participant's service “Permanent Disability” shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate thatmean a disability which, in the opinion of a physician designated by the AdministratorCompany, permanently prevents the Recipient from being able to render services to the Company. If the Recipient’s employment with the Company terminates as a result of his death, or if the Recipient should die after terminating his employment with the Company but prior to the expiration of the above referenced thirty (30) or ninety (90) day exercise period, as appropriate, the Participant's representative of the Recipient’s estate shall have one (1) year from the effective date of termination was for Causeof employment to exercise any SARs that had previously become vested prior to the effective date of termination of the deceased Recipient’s employment with the Company.

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 of the Participant's termination of serviceRetirement, death, or Disability (as such terms are defined below) the Option may be exercised only to the extent 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, whichever following provisions shall be applicableapply: (i) if such Retirement, death, or Disability occurs within the close of the threetwelve-month period following prior to the Termination 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 close twelve-month period prior to the third anniversary of the Option Period. (b) If Grant Date or anytime thereafter, to the service 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 is terminated for Cause, Participant's Award that would become vested pursuant to this Section 3(a) in connection with the Option Participant's Retirement shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administratorforfeited. For purposes of this Agreement, "Cause" Retirement shall mean termination of employment on or after the Participant attains age 65. Disability shall mean that either (i) the Participant is 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 Company Board of Directors, the Participant is substantially unable to perform the Participant's duties under this Agreement for more than ninety days, whether or not 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 without Cause or the Participant terminates service for 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 Award that is unvested shall become immediately vested. 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(b) in connection with the Participant's termination of service resulting from 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) termination for "cause" as defined under a material diminution in the Participant's employment, consulting duties and responsibilities or other agreement with the Corporation or an Affiliate, if anyauthority, or any material adverse change in the Participant's base compensation; (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 a relocation of a "cause" termination), then the Participant's termination 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 be 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 "Cause" if termination results due 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. (Ac) dishonestyTo the extent permitted by the Consent Orders, (B) refusal to perform his duties for the Corporation or continued failure to perform his duties to the Corporation extent still in a manner acceptable to effect at the Corporationtime, 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 event of the Corporation. The determination a Change in Control (as defined in 26 CFR 1.280G-1, Q&A-27 through Q&A-29), any portion of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service Award that is unvested shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, become immediately vested upon such Change in the opinion of the Administrator, the Participant's termination was for CauseControl.

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 of the Participant's termination of service’s Retirement, death, or Disability (as such terms are defined below) the Option may be exercised only to the extent 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, whichever following provisions shall be applicableapply: (i) if such Retirement, death, or Disability occurs within the close of the threetwelve-month period following prior to the Termination 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 close twelve-month period prior to the third anniversary of the Option Period. (b) If Grant Date or anytime thereafter, the service 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 is terminated for Cause, Participant’s Award that would become vested pursuant to this Section 3(a) in connection with the Option Participant’s Retirement shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administratorforfeited. For purposes of this Agreement, "Cause" Retirement shall mean the Participant's termination of service resulting from employment on or after the Participant's Participant attains age 65. Disability shall mean that either (i) termination the Participant is deemed disabled for "cause" as defined under purposes of any group or individual long‑term disability policy paid for by the Company or its Affiliate that covers the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) in the good faith judgment of the Company Board of Directors, the Participant is substantially unable to perform the Participant’s duties under this Agreement for more than ninety days, whether or not 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 without Cause or the Participant terminates service for Good Reason (as such terms are defined below), any portion of the Participant’s 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 entered into performed substantial services for the Company or its Affiliates for at least two years from the Grant Date, any such employment, consulting or other agreement (or if any such agreement does not address the effect portion of a "cause" termination), then the Participant's ’s Award that would become vested pursuant to this Section 3(b) in connection with the Participant’s termination of service shall be for "Cause" if forfeited. Exhibit 10.32 For purposes of this Agreement, Cause shall mean the termination results due to of the Participant's Participant on account of (A) dishonestythe Participant’s incompetence or dishonesty in his performance of, (B) refusal to perform his duties for deliberate neglect of, willful malfeasance or misconduct in connection with the Corporation performance of, or continued failure to perform his substantially perform, duties reasonably assigned to the Corporation in a manner acceptable to the Corporation, as determined Participant by the Administrator Company Board of Directors or its designee, 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) engaging in fraudulent conductthe 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) engaging in any conduct that could be materially damaging to the Corporation without an act or acts on Participant’s part constituting (x) a reasonable good faith belief that such conduct was in the best interest 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 Corporationrules, regulations, codes of conduct or ethics of a self‑regulatory trade or professional organization. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for For purposes of the Plan and this Agreement, Good Reason shall mean, unless the Participant shall have consented in writing thereto, (i) a material diminution in the Participant's service shall be deemed to have terminated for Cause if’s duties and responsibilities or authority, after or any material adverse change in the Participant's service has terminated, facts and circumstances indicate that, in the opinion ’s base compensation; (ii) a relocation of the AdministratorParticipant’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 26 CFR 1.280G-1, Q&A-27 through Q&A-29), any portion of the Participant's termination was for Cause’s Award that is unvested shall become immediately vested upon such Change in Control.

Termination of Service. (a) In the event of the Participant's ’s termination of service, the Option may be exercised only to the extent vested and exercisable on the date of the Participant's ’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, whichever shall be as applicable: (iX) the close of the three-month period following of three months next succeeding the Termination Date; or (iiY) the close of the Option Period. (b) . If the service services of the such a Participant is are terminated for Cause, the Option shall lapse and no longer be exercisable as of the his Termination Date, Date as determined by the Administrator. For purposes of this AgreementNotwithstanding the foregoing, "Cause" shall mean unless the Participant's termination of service resulting from the Participant's Administrator determines otherwise, (i) termination for "cause" as defined under if the Participant's employment, consulting or other agreement with 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 service on the Board (for any reason other than death or for Cause) but enters into a 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 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 under the Participant’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 address the effect of define a "“cause" ” termination), then the Participant's ’s termination shall be for "“Cause" ” if termination results due to the Participant's ’s (A) personal dishonesty, (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, as determined by the Administrator or its designeegross incompetence, (C) engaging 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 similar offenses), written Corporation policy or final cease-and-desist order, (G) conviction of a felony or a misdemeanor involving moral turpitude, (H) unethical business practices in fraudulent conductconnection with the Corporation’s business, (I) misappropriation of the Corporation’s assets, or (DJ) 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 Corporation. The determination of "“Cause" ” shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's ’s employment or service shall be deemed to have terminated for Cause if, after the Participant's ’s employment or service has terminated, facts and circumstances indicate thatare discovered that would have justified, in the opinion of the Administrator, the Participant's a termination was for Cause.

Termination of Service. a. Except as otherwise expressly provided in this Agreement, if the Participant’s 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 neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement. Section 5.1 notwithstanding, if the Participant’s service with the Company is terminated before the Vesting Date (ai) In the event by reason of the Participant's termination of service, ’s death or “Disability,” (ii) by the Option may be exercised only to Company or an Affiliate without “Cause,” (iii) by the extent exercisable on the date Participant for “Good Reason,” (iv) by reason of the Participant's Termination Date ’s “Retirement,” or (unless v) by reason of a termination of employment after the termination was for Cause), and the Option must be exercised, if at all, prior to the first to occur Company’s nonrenewal of the following, whichever shall be applicable: (i) the close Term of Employment that meets all of the three-month period following the Termination Date; conditions of Section 5(m)(i) or (iiSection 5(m)(ii) the close of the Option Period. (b) If the service of the Participant is terminated for CauseParticipant’s Employment Agreement, the Option shall lapse and no longer be exercisable in effect as of the Termination Grant Date, the PSUs, after adjustment for performance under Section 3 above, shall vest as determined by of the AdministratorVesting 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" shall mean the Participant's termination ,” “Good Reason” and “Term of service resulting from the Participant's (i) termination for "cause" Employment” are as defined under the Participant's employmentEmployment Agreement. For purposes of this Agreement, consulting or other agreement “Retirement” means the termination of service with the Corporation Company by the Participant with or an Affiliatewithout Good Reason or by the Company without Cause, if anyin each case, or (ii) if after the Participant has not entered into any 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 employmenttermination date, consulting or other agreement (or if any and the Participant has at least five years of service with the Company and its predecessors as of such agreement does not address termination date, provided that the Participant complies with Section 5(i) of the Employment Agreement, in effect at the time of a "cause" termination), then this grant. Years of service for this purpose will be based on all periods of employment with the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, Company and its predecessors as determined by the Administrator or its designeeCompany in accordance with such rules and procedures as it may establish from time to time, provided that years of service shall include employment by Fixed Income Discount Advisory Company (C“FIDAC”) engaging in fraudulent conduct, or (D) engaging in any conduct that could be materially damaging to during the Corporation without a reasonable good faith belief that such conduct time FIDAC was in the best interest external manager of the Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for CauseCompany.

Termination of Service. (ai. Except as otherwise provided in this Section 2(c) In or in Section 2(d), in the event the Participant experiences a Termination of the Participant's termination of serviceService for any reason, the Option may be exercised only Participant shall forfeit to the extent exercisable on Company, without compensation, any Restricted Stock Units that are unvested as of the date of such Termination of Service; provided, however, that in the event the Participant experiences (A) a Termination of Service due to his or her death or Disability or (B) a Termination of Service by the Company without Cause (as defined below), all Restricted Stock Units that are unvested as of the date of such Termination of Service shall not be forfeited and instead shall remain outstanding and subject to vesting in accordance with Section 2(b), subject to and conditioned upon (1) in the case of a Termination of Service by the Company without Cause or due to Disability, the Participant's Termination Date (unless the termination was for Cause), ’s continued compliance with all confidentiality obligations and the Option must be exercised, if at all, prior restrictive covenants to the first to occur of the following, whichever shall be applicable: (i) the close of the three-month period following the Termination Date; or (ii) the close of the Option Period. (b) If the service of which the Participant is terminated for subject, and (2) in the case of a Termination of Service by the Company without Cause, the Option shall lapse Participant’s timely execution and no 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 exercisable as required by law) after delivery of the Termination Date, as determined form of release by the AdministratorCompany. ii. 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 Driftwood Holdings LP and its subsidiaries (collectively, the “Partnership”) immediately following a 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 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. In addition, notwithstanding the foregoing, a Termination of Service shall not be deemed to be a Termination of Service by the Company without Cause for purposes of this Agreement if the Participant is offered a position with any entity for which continued employment or other service therewith is credited for purposes of the continued service requirement related to the vesting of the Restricted Stock Units iii. For purposes of this Agreement, "“Cause" ” shall mean have the Participant's termination of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's meaning assigned to such term in any employment, consulting or other similar agreement with between the Corporation Participant and the Company or an Affiliate, if anyone of its Subsidiaries. To the extent that the Participant is 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 (iiA) if the Participant has not entered into Participant’s indictment for, conviction of, or pleading of guilty or nolo contendere to, any such 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 (or if any such agreement does not address the effect of a "cause" termination), then E) the Participant's termination shall be for "Cause" if termination results ’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 habitual absenteeism or due to the Participant's (A) dishonesty’s insubordination), (B) refusal to perform his duties for the Corporation or continued which failure to perform his duties has not been cured to the Corporation in a manner acceptable Company’s satisfaction following notice to the Corporation, as Participant. Whether the Participant has been terminated for Cause will be determined by the Administrator Company’s Chief Executive Officer (or its his or her designee) in his or her sole discretion or, (C) engaging in fraudulent conduct, if the Participant is or (D) engaging in any conduct that could be materially damaging is reasonably expected to become subject to the Corporation without a reasonable good faith belief that such conduct was in the best interest requirements of Section 16 of the CorporationExchange Act, by the Board in its sole discretion. The determination To the extent the Participant is terminated as a member of "Cause" the Board of the Company or any of its Affiliates, such termination for “cause” shall be made by determined in accordance with the Administrator and its determination shall be final and conclusiveprovisions of Section 141(k) of the Delaware General Corporation Law. Without in any way limiting the effect of In addition to the foregoing, for purposes if the Participant is an employee or other service provider of the Plan and this Agreement, Partnership at the time of the Participant's service ’s Termination of Service, then a termination by the Partnership for any act or omission by the Participant that, if done (or not done) with respect to the Company or an Affiliate would be grounds for “Cause” hereunder or in any applicable employment, consulting or similar agreement between the Participant and the Partnership that is then in-effect, then such Termination of Service shall be deemed to have terminated be a Termination of Service for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion for purposes of the Administrator, the Participant's termination was for Causethis Agreement.

Termination of Service. (a) In Except as otherwise provided in Sections 5(b) or 5(c), if the event Participant’s Service terminates for any reason, whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant's termination of service’s employment agreement, the Option may if any, all unvested Restricted Stock Units shall be exercised only to the extent exercisable forfeited effective on the date of the Participant's Termination Date ’s Service terminates. The Participant’s date of termination of Service shall mean the date upon which the Participant’s active Service terminates, regardless of any notice period or period in lieu of notice of termination of employment or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of a written employment agreement, if any. The Administrator shall have the exclusive discretion to determine when the Participant’s active Service terminates for purposes of this Award (unless i.e., when the termination was Participant has ceased active performance of services for Causepurposes of vesting in this Award), and the Option must be exercised, if at all, prior to the first to occur including whether a leave of the following, whichever shall be applicable: (i) the close absence constitutes a termination of the three-month period following the Termination Date; or (ii) the close Service for purposes of the Option Periodthis Award. (b) If the service Participant’s Service terminates by reason of the Participant is terminated for Causedeath or Disability, the Option any unvested Restricted Stock Units shall lapse and no longer be exercisable vest immediately as of the Termination Datedate of such termination of Service with respect to a number of Restricted Stock Units equal to the product of (A) the Total Number of Restricted Stock Units, as determined multiplied by (B) a fraction, the numerator of which shall be the number of days of Service completed by the Administrator. For purposes Participant during the Performance Period and the denominator of this Agreementwhich shall be the total number of 2 days contained in the Performance Period, "Cause" shall mean rounded down to the nearest whole number of Restricted Stock Units. (c) If the Participant's termination ’s Service terminates by reason of service resulting from the Participant's ’s Retirement (as defined in the attached Appendix), the Participant shall continue to be eligible to vest (without regard to the requirement that the Participant continue in Service through the Vesting Date designated in Section 1 above) in a number of Restricted Stock Units equal to the product of (i) termination for "cause" as defined under the Participant's employmentvested percentage determined in accordance with Section 2 above, consulting or other agreement with the Corporation or an Affiliate, if any, or multiplied by (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 product of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonestythe Total Number of Restricted Stock Units, multiplied by (B) refusal to perform his duties for a fraction, the Corporation or continued failure to perform his duties numerator of which shall be the number of days Service completed by the Participant during the Performance Period and the denominator of which shall be the total number of days contained in the Performance Period, rounded down to the Corporation in a manner acceptable to the Corporation, 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 nearest whole number of the Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for CauseRestricted Stock Units.

Termination of Service. (a) In the event of If the Participant's termination service ---------- ---------------------- on the Board is terminated by reason of serviceRetirement, Disability or Death, all unvested shares of Restricted Stock 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, two-thirds (2/3) 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 Option may be exercised only 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 extent exercisable on Participant shall forfeit his interest in all shares of Restricted Stock that have not become vested as of the date of termination. Any shares of Restricted Stock that are forfeited by the Participant's Termination Date (unless the termination was for Cause), Participant hereunder shall be returned and the Option must be exercised, if at all, prior transferred to the first to occur of Company or the following, whichever shall be applicable: (i) the close of the three-month period following the Termination Date; or (ii) the close of the Option Period. (b) If the service of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Termination DatePlan Trust, as determined by the Administrator. For Company, and the Participant shall cease for all purposes to be a shareholder of this Agreement, "Cause" shall mean such shares as of the Participant's date of termination of service resulting from the Participant's (i) 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for Causeservice.

Termination of Service. (ai) In Except as otherwise provided in this Section 2(c), in the event the Participant experiences a Termination of Service for any reason, the Participant shall forfeit to the Company, without compensation, any Restricted Stock Units that are unvested as of the date of such Termination of Service. (ii) Notwithstanding the foregoing, if the Participant experiences (A) a Termination of Service due to the Participant’s death or Disability, or (B) a Termination of Service by the Company without “Cause” (as defined below), in either case, while any of the Restricted Stock Units are unvested, the Restricted Stock Units shall not be forfeited and instead shall remain outstanding and eligible to vest in accordance with Section 2(b), without regard to the requirement of the Participant's termination ’s continued employment or other service through the date of servicevesting; provided however that, if the FID Date has not occurred as of such Termination of Service, the Option 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 may be exercised only to required by law) after delivery of the extent exercisable on form of release by the Company. For the avoidance of doubt, if the FID Date has not occurred as of the date of the Participant's ’s Termination Date of Service and does not occur within one (unless 1) year following the termination was for Cause), and date of such Termination of Service the Option must be exercised, if at all, prior Participant shall forfeit to the first to occur Company, without compensation, any Restricted Stock Units that are unvested as of the following, whichever shall be applicable: such one (i1) the close year anniversary of the three-month period following the such Termination Date; or (ii) the close of the Option PeriodService. (biii) If the service of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administrator. For purposes of this Agreement, "notwithstanding anything in the Plan to the contrary, “Cause" ” shall mean have the Participant's termination of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's meaning assigned to such term in any employment, consulting or other similar agreement with the Corporation or an Affiliate, if any, or (ii) if between the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address and the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for Cause.Company

Termination of Service. (ai) In Notwithstanding anything set forth herein to the event contrary, if the Participant’s Service is terminated by the Company for Cause or by the Participant without Good Reason (other than as a result of the Participant's termination ’s death or Permanent Disability), in each case, within the two (2) year period following the Date of serviceGrant, then (i) the Option may (including any Vested Portion) shall be exercised only to the extent exercisable canceled and forfeited on the date of the Participant's Termination Date (unless the such termination was for Cause), of Service and the Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (i) the close of the three-month period following the Termination Date; or (ii) the close Company shall have the right to repurchase, pursuant to Article VI of the Stockholders Agreement, any Shares acquired upon exercise of this Option Periodat the lower of the Fair Market Value of such Shares and the per Share Option Price paid by the Participant for such Shares. (bii) If Notwithstanding anything set forth herein to the service of contrary, if the Participant’s Service is terminated by the Company without Cause, by the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administrator. For purposes of this Agreement, "Cause" shall mean the Participant's termination of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting Good Reason 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 shall be for "Cause" if termination results due to the Participant's ’s death or Permanent Disability, in each case, within the two (2) year period following the Date of Grant, then (A) dishonestyan 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 of the date of such termination of Service and the remaining portion of the Time Award shall be canceled and forfeited and (B) refusal to perform his duties any Vested Portion of the Performance Award shall remain exercisable for the Corporation period set forth in Section 4(a) and the remaining portion of the Performance Award shall be canceled and forfeited as of the date of such termination of Service. (iii) Except as otherwise provided in Sections 3(e)(i) or continued failure to perform his duties 3(e)(ii), if the Participant’s Service is terminated for any reason, the Option shall, to the Corporation in a manner acceptable to the Corporationextent not then vested, as determined be cancelled by the Administrator or its designee, (C) engaging in fraudulent conduct, or (D) engaging in any conduct that could be materially damaging to Company without consideration and the Corporation without a reasonable good faith belief that such conduct was in the best interest Vested Portion of the Corporation. The determination of "Cause" Option shall be made by remain exercisable for the Administrator period set forth in Section 4(a), and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall thereafter be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, forfeited without consideration in the opinion of the Administrator, the Participant's termination was for Causeall respects.

Termination of Service. (a) In the event that the Participant’s Service with the Company 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 MIP), by the Participant for Good Reason (as defined in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “Employment Agreement”)), or the Participant’s death or disability (as defined in the MIP), all unvested shares of Restricted Stock, together with any property received in respect of such shares, as set forth in Section 9 hereof, shall be forfeited as of the Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the MIP), a Pro Rata Portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and no longer 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 exercisable forfeited as of the Termination Datedate such Service terminates, as determined by and the AdministratorParticipant 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 of this Agreementhereof, "Cause" “Pro Rata Portion” shall mean that number of shares of Restricted Stock that would become vested on the Participant's 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 Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of service resulting from the Participant's (i) 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for CauseService.

Termination of Service. (a) In i. Except as otherwise provided in this Section 2(c), in the event the Participant experiences a Termination of Service for any reason, the Participant shall forfeit to the Company, without compensation, any Shares of Restricted Stock that are unvested and/or subject to forfeiture restrictions as of the date of such Termination of Service; provided, however, that in the event the Participant experiences (A) a Termination of Service due to the Participant’s death or Disability, or (B) a Termination of Service by the Company without “Cause” (as defined below), then any Shares of Restricted Stock that are unvested and/or subject to forfeiture restrictions as of the date of such Termination of Service shall not be forfeited and instead shall remain outstanding following the date of such Termination of Service, subject to vesting in accordance with Section 2(b), without regard to the requirement of the Participant's termination of service, the Option may be exercised only to the extent exercisable on ’s continued employment or other service through the date of vesting; provided, further, that the Board (or a committee thereof), in 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 Termination of Service. Any continued or accelerated vesting, 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 Termination of Service due to 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, whichever shall be applicable’s death: (iI) the close of the three-month period following the Termination Date; or (ii) the close of the Option Period. (b) If the service of Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is terminated for Causesubject (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 Option shall lapse and no longer “Partnership”) after rejecting an offer of employment or other service with any entity for which such employment or other service would be exercisable 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 Date, as determined of Service by the AdministratorCompany 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 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 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 mean have the Participant's termination of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's meaning assigned to such term in any employment, consulting or other similar agreement with between the Corporation Participant and the Company or an Affiliate, if anyone of its Subsidiaries. To the extent that the Participant is 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 (iiA) if the Participant has not entered into Participant’s indictment for, conviction of, or pleading of guilty or nolo contendere to, any such 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 (or if any such agreement does not address the effect of a "cause" termination), then E) the Participant's termination shall be for "Cause" if termination results ’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 habitual absenteeism or due to the Participant's (A) dishonesty’s insubordination), (B) refusal to perform his duties for the Corporation or continued which failure to perform his duties has not been cured to the Corporation in a manner acceptable Company’s satisfaction following notice to the Corporation, as Participant. Whether the Participant has been terminated for Cause will be determined by the Administrator Company’s Chief Executive Officer (or its her or his designee) in her or his sole discretion or, (C) engaging in fraudulent conduct, if the Participant is or (D) engaging in any conduct that could be materially damaging is reasonably expected to become subject to the Corporation without a reasonable good faith belief that such conduct was in the best interest requirements of Section 16 of the CorporationExchange Act, by the Board or the Compensation Committee in its sole discretion. The determination To the extent the Participant is terminated as a member of "Cause" the Board of the Company or any of its Affiliates, such termination for “cause” shall be made by determined in accordance with the Administrator and its determination shall be final and conclusiveprovisions of Section 141(k) of the Delaware General Corporation Law. Without in any way limiting the effect of In addition to the foregoing, for purposes if the Participant is an employee or other service provider of the Plan and this Agreement, Partnership at the time of the Participant's service ’s Termination of Service, then a termination by the Partnership for any act or omission by the Participant that, if done (or not done) with respect to the Company or an Affiliate would be grounds for “Cause” hereunder or in any applicable employment, consulting or similar agreement between the Participant and the Partnership that is then in-effect, then such Termination of Service shall be deemed to have terminated be a Termination of Service for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion for purposes of the Administrator, the Participant's termination was for Causethis Agreement.

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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; Company or (ii) the close of the Option PeriodGenco. (b) If In the service of event that the Participant Participant’s Service with the Company and Genco is terminated for Causereason of the Participant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2013, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2013, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (ai) In Except as otherwise provided in this Section 2(c), in the event the Participant experiences a Termination of Service for any reason, the Participant shall forfeit to the Company, without compensation, any Shares of Restricted Stock that are unvested and/or subject to forfeiture restrictions as of the date of such Termination of Service; provided, however, that in the event the Participant experiences (A) a Termination of Service due to the Participant’s death or Disability, (B) a Termination of Service by the Company without “Cause” (as defined below), or (C) following the Initial Term (as defined in the Participant’s Amended and Restated Chief Executive Officer Employment Agreement with the Company, dated as of February 19, 2024 (as amended from time to time, the “Employment Agreement”)) a Termination of Service for any reason other than Cause (including due to a Non-Renewal (as defined in the Employment Agreement) by either the Company or by the Participant), and subject to the terms and conditions of Section 3(d)(i) of the Employment Agreement, then any Shares of Restricted Stock that are unvested and/or subject to forfeiture restrictions as of the date of such Termination of Service shall not be forfeited and instead shall remain outstanding following the date of such Termination of Service, subject to vesting in accordance with Section 2(b), without regard to the requirement of the Participant's termination of service, the Option may be exercised only to the extent exercisable on ’s continued employment or other service through the date of vesting; provided, further, that the Board (or a committee thereof), in 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 Termination of Service. Any continued or accelerated vesting, 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 Termination of Service due to the Participant's Termination Date ’s death: (unless I) the termination was for Cause), Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Option must be exercised, if at all, prior Participant is subject (the “Restrictive Covenants”) and (II) the Participant’s timely execution and delivery (without revocation) to the first 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 occur the Company, within twenty-one (21) days (or such longer period as may be required by law) after delivery of the following, whichever shall be applicable: form of release by the Company (i) the close of the three-month period following the Termination Date; or a “Release”). (ii) the close of the Option Period. (b) If the service of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administrator. For purposes of this Agreement, "notwithstanding anything in the Plan to the contrary, “Cause" ” shall mean have the meaning assigned to such term in the Employment Agreement. To the extent the Participant is terminated as a member of the Board of the Company or any of its Affiliates, such termination for “Cause” shall be determined in accordance with the provisions of Section 141(k) of the Delaware General Corporation Law. In addition to the foregoing, if the Participant is an employee or other service provider of the Partnership at the time of the Participant's ’s Termination of Service, then a termination of service resulting from by the Participant's Partnership for any act or omission by the Participant that, if done (ior not done) termination with respect to the Company or an Affiliate would be grounds for "cause" as defined under “Cause” hereunder, in the Participant's Employment Agreement, or in any applicable employment, consulting or other similar agreement with the Corporation or an Affiliate, if any, or (ii) if between the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address and the effect of a "cause" termination)Partnership that is then in-effect, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Termination of the Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service Service shall be deemed to have terminated be a Termination of Service for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion for purposes of the Administrator, the Participant's termination was for Causethis Agreement.” and,

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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; Company or (ii) the close of the Option PeriodGenco. (b) If In the service of event that the Participant Participant’s Service with the Company and Genco is terminated for Causereason of the Participant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 20__, [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 Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address 20__, [insert year after the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (B) refusal to perform his duties for the Corporation or continued failure to perform his duties to the Corporation year in a manner acceptable to the Corporation, 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 which Effective Date occurs] 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan) prior to the end of the Measurement Period, all unvested PRSUs, together with any Dividend Equivalents related to such PRSUs, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited 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 termination of service, ’s employment by the Option may be exercised only to the extent 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, whichever Company without cause shall be applicable: (i) deemed a resignation by the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodParticipant subject to this Section 6(a). (b) If Except as provided in Sections 4(b) and 4(c) hereof, in the service event that, before the end of the Participant Measurement Period, the Participant’s Service with the Company is terminated for Causeon account of the Participant’s death or 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 Option 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), (i) the effective date of the termination of Service shall lapse be the last day of the Measurement Period, (ii) the Participant shall earn and no longer be exercisable vest in the Target PRSUs as of the Termination Date, as determined by effective date of the Administrator. For purposes of this Agreement, "Cause" shall mean the Participant's termination of service resulting from the Participant's (i) termination for "cause" Service 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 employmentPerformance Metrics had been achieved at the Target level set forth in Exhibit A, consulting or other agreement and (or if any such agreement does not address iii) the effect of a "cause" termination), then the Participant's termination Target PRSUs shall be for "Cause" if termination results due to settled on the Participant's (A) dishonesty, (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, 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 effective date of the Corporation. The determination termination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for CauseService.

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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; Company or (ii) the close of the Option PeriodGenco. (b) If In the service of event that the Participant Participant’s Service with the Company and Genco is terminated for Causereason of the Participant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to March 15, 2011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after March 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2011, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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 March 15 and the date such Service terminates. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In Notwithstanding anything to the contrary in the Transaction Agreement or otherwise, in the event that your service to New LP or Argon HoldCo is terminated for any reason other than your resignation of service without Good Reason or your termination of service by New LP or Argon HoldCo for Cause, then, subject to Section IV.B. of the Participant's Non-Competition Agreement (x) all of your then unvested Founder Units and Founder Earn-Out Units will remain outstanding and eligible to vest notwithstanding such termination of service as provided in clause (y) and clause (z) below, (y) the unvested stock price performance-based Founder Earn-Out Units will fully vest only upon the satisfaction of the applicable stock price performance conditions and will time vest on their regularly scheduled vesting dates during the period that you are bound by the non-competition, non-solicitation or non-interference covenants set forth in Sections I.A., I.B. and I.C. of the Non-Competition Agreement (the “Restriction Period”) (with full time vesting at the end of such Restriction Period or the date of your death, if earlier, notwithstanding such termination of service, ) and (z) all of your then unvested Founder Units shall vest on their regularly scheduled vesting dates during Restriction Period and all such Founder Units shall fully vest upon the Option may be exercised only to expiration of the extent exercisable on Restriction Period or the date of the Participant's Termination Date (unless the termination was for Cause), and the Option must be exercisedyour death, if at allearlier, prior to the first to occur notwithstanding such termination of the following, whichever shall be applicable: (i) the close of the three-month period following the Termination Date; or (ii) the close of the Option Period. (b) If the service of the Participant is terminated for Cause, the Option shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administratorservice. For purposes of this Agreement, "Partner Agreement “Cause" shall mean ” has the Participant's termination meaning set forth in Section 5(b) hereof and “Good Reason” means the occurrence of service resulting from any of the Participant's following events without your written consent: (i) termination for "cause" as defined under the Participant's employmenta material adverse change in your titles, consulting positions, authority, duties or other agreement with the Corporation or an Affiliateresponsibilities, 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for Cause.the

Termination of Service. (a) In the event that the Participant’s Service with the Company 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 (as defined in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended (the “Employment Agreement”)), or 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, as set forth in Section 9 hereof, shall be forfeited as of the Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodCompany. (b) If In the service event that, before all the shares of Restricted Stock are vested, the Participant’s Service with the Company 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 is terminated for CauseParticipant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates in addition to the portion of the shares of Restricted Stock which have already become vested as of such date, and no longer 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 exercisable forfeited as of the Termination Datedate such Service terminates, as determined by and the AdministratorParticipant 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 of this Agreementhereof, "Cause" “Pro Rata Portion” shall mean that number of shares of Restricted Stock that would become vested on the Participant's 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 Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of service resulting from the Participant's (i) 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for CauseService.

Termination of Service. (a) In the event of the Participant's ’s termination of service, the Option may be exercised only to the extent vested and exercisable on the date of the Participant's ’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, whichever shall be as applicable: (iX) the close of the three-month period following of 180 days next succeeding the Termination Date; or (iiY) the close of the Option Period. (b) . If the service services of the such a Participant is are terminated for Cause, the Option shall lapse and no longer be exercisable as of the his Termination Date, Date as determined by the Administrator. For purposes of this AgreementNotwithstanding the foregoing, "Cause" shall mean unless the Participant's termination of service resulting from the Participant's Administrator determines otherwise, (i) termination for "cause" as defined under if the Participant's employment, consulting or other agreement with 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 service on the Board (for any reason other than death or for Cause) but enters into a 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 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 under the Participant’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 address the effect of define a "“cause" ” termination), then the Participant's ’s termination shall be for "“Cause" ” if termination results due to the Participant's ’s (A) personal dishonesty, (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, as determined by the Administrator or its designeegross incompetence, (C) engaging 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 similar offenses), written Corporation policy or final cease-and-desist order, (G) conviction of a felony or a misdemeanor involving moral turpitude, (H) unethical business practices in fraudulent conductconnection with the Corporation’s business, (I) misappropriation of the Corporation’s assets, or (DJ) 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 Corporation. The determination of "“Cause" ” shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's ’s employment or service shall be deemed to have terminated for Cause if, after the Participant's ’s employment or service has terminated, facts and circumstances indicate thatare discovered that would have justified, in the opinion of the Administrator, the Participant's a termination was for Cause.

Termination of Service. (a) In the event of the Participant's ’s termination of service, the Option may be exercised only to the extent vested exercisable on the date of the Participant's ’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, whichever shall be as applicable: (iX) the close of the three-month period following of three months next succeeding the Termination Date; or (iiY) the close of the Option Period. (b) . If the service services of the such a Participant is are terminated for Cause, the his Option shall lapse and no longer be exercisable as of the 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 ’s termination of employment or service resulting from the Participant's ’s (i) termination for "“cause" ” as defined under the Participant's ’s employment, consulting or other agreement agreement, if any, with the Corporation or an Affiliate, if any, Affiliate 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 define a "“cause" ” termination), then the Participant's ’s termination shall be for "“Cause" ” if termination results due to the Participant's ’s (A) personal dishonesty, (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, as determined by the Administrator or its designeegross incompetence, (C) engaging 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 similar offenses), written Corporation policy or final cease-and-desist order, (G) conviction of a felony or a misdemeanor involving moral turpitude, (H) unethical business practices in fraudulent conductconnection with the Corporation’s business, (I) misappropriation of the Corporation’s assets, or (DJ) 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 Corporation. The determination of "“Cause" ” shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's ’s employment or service shall be deemed to have terminated for Cause if, after the Participant's ’s employment or service has terminated, facts and circumstances indicate thatare discovered that would have justified, in the opinion of the Administrator, the Participant's a 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), 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 Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause)such Service terminates, and the Option must be exercised, if at all, prior Participant promptly shall return to the first to occur 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, whichever shall be applicable: (i) or a consultant to, the close of the three-month period following the Termination Date; Company or (ii) the close of the Option PeriodGenco. (b) If In the service of event that the Participant Participant’s Service with the Company and Genco is terminated for Causereason of the Participant’s death or disability (as defined in the Plan), a portion of the Option shares of Restricted Stock shall lapse become vested immediately prior to the date such Service terminates, and no longer 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 exercisable forfeited as of the Termination Datedate 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 determined follows: (i) If the termination occurs prior to November 15, 2011, 25% of the number of shares set forth in Section 1 hereof multiplied by a fraction, the Administratordenominator 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 Agreementparagraph, "Cause" a month shall mean be deemed completed on the Participant's termination 15th of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or such month. (ii) if If the Participant has not entered into any such employmenttermination occurs on or after November 15, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination)2011, then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 25% of the Corporationnumber 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. The determination of "Cause" shall be made by For the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreementparagraph, the Participant's service a month shall be deemed to have terminated for Cause if, after completed on the Participant's service has terminated, facts and circumstances indicate that, in the opinion 15th of the Administrator, the Participant's termination was for Causesuch month.

Termination of Service. (a) In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than as described in Section 4(b), Section 6(b) or Section 6(c), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited 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 termination of service, ’s employment by the Option may be exercised only to the extent 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, whichever Company without cause shall be applicable: (i) deemed a resignation by the close of the three-month period following the Termination Date; or (ii) the close of the Option PeriodParticipant subject to this Section 6(a). (b) If In the service of event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant is terminated for CauseGood Reason (as defined in the Employment Agreement), the Option Restricted Stock Units shall lapse and no longer be exercisable vest in full as of the Termination Datedate 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 Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as determined by set forth in Section 9 hereof, shall be forfeited as of the Administratordate such Service terminates. For purposes of this Agreementhereof, "Cause" “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the Participant's 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 Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of service resulting from the Participant's (i) 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 shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (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, 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 Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Participant's service has terminated, facts and circumstances indicate that, in the opinion of the Administrator, the Participant's termination was for CauseService.