Common use of Termination of Service Clause in Contracts

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain provided in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention AgreementSection 2(c), in the event that the Grantee’s Participant experiences a Termination of Service (including to for any successors reason, the Participant shall forfeit to the Company or an AffiliateCompany, 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, that: (i) terminates for any reason (or converts to inactive status in the manner specified event the Participant experiences a Termination of Service due to his or her death or Disability, any Shares of Restricted Stock that are unvested and/or subject to forfeiture restrictions as of the date of such Termination of Service shall fully vest as of the date of Termination of Service, subject to and conditioned upon Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject (the “Restrictive Covenants”) (other than following the Participant’s death); and (ii) in Section 4(b) hereofthe event the Participant experiences a Termination of Service by the Company without Cause: (A) prior to vestingthe FID Date, his or her rights hereunder shall be determined then any Shares of Restricted Stock that are unvested and/or subject to forfeiture restrictions as follows: (a) If of the Grantee’s termination date of such Termination of Service is due shall not be forfeited and instead shall remain outstanding for five (5) years following the date of termination, subject to resignationvesting in accordance with Section 2(b), discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid regard to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan requirement of the Company Participant’s continued employment or an Affiliate other service through the date of vesting (a “Disability Plan”), such that the then-unvested portion of the Awarded Units Restricted Stock shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms schedule provided in Section 2(b) if and conditions only to the extent that FID is achieved within five (including 5) years following the date of termination), subject to and conditioned upon (I) Participant’s continued compliance with all Restrictive Covenants and (II) the Participant’s timely execution and delivery (without limitation satisfaction 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 (the “Release”), within twenty-one (21) days (or such longer period as may be required by law) after delivery of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that form of Release by the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved).Company; or (cB) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years the FID Date, then any Shares of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit Restricted Stock that are unvested and/or subject to forfeiture restrictions as of the then-unvested portion date of such Termination of Service shall not be forfeited and instead shall remain outstanding and shall become vested on the FID Date and subsequent anniversary(ies) of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise FID Date in accordance with the terms and conditions (including schedule provided in Section 2(b), without limitation satisfaction regard to the requirement of the applicable Performance TargetsParticipant’s continued employment or other service through such scheduled vesting date, subject to and conditioned upon (I) set forth in section 2 hereof, notwithstanding that Participant’s continued compliance with all Restrictive Covenants and (II) the GranteeParticipant’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including timely execution and delivery (without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid revocation) to the Company of a Release within thirty twenty-one (3021) days (or such longer period as may be required by law) after delivery of the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to form of Release by the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in In the event that the Grantee’s Service (including service with the Trust and its Affiliates is terminated prior to the lapsing of restrictions with respect to any successors to portion of the Company Restricted Share Unit Award granted hereunder, such portion of the Award held by the Grantee shall become free of such restrictions or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined forfeited as follows: (ai) If the Grantee’s such termination of Service service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case because of the Grantee’s Disability, on the vesting schedule Retirement (as defined below) and otherwise in accordance Grantee’s employment with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously Trust and/or its Affiliates may not be terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Planfor cause, and (2) in provided Grantee has executed and continues to comply with the case terms of an agreement not to provide services as an employee, director, consultant, agent, or otherwise, to any of the Trust’s or Affiliates’ direct competitors for a period of two (2) years from the date of Retirement (the “Retirement Date”), then the Grantee’s death, upon such termination of Service (treating Restricted Share Unit Award shall continue to vest and be settled after the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise Retirement Date in accordance with the original terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unitsuch Restricted Share Units. Notwithstanding the foregoing, if(i) if the Retirement Date occurs during the nine-month period immediately following the Grant Date, after termination then all of Service but the Restricted Share Units shall be forfeited; and (ii) if the Retirement Date occurs during the three-month period prior to vesting of all or any portion the first anniversary of the Awarded UnitsGrant Date, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the thenthen one-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member third of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Restricted Share Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction first anniversary of the applicable Performance TargetsGrant Date (pro-rated based on (A) set forth in section 2 hereof, notwithstanding that the number of full months of the Grantee’s Service employment from the Grant Date through the Retirement Date divided by (B) twelve (12)) and the remaining Restricted Share Units shall have previously terminatedbe forfeited. Notwithstanding the foregoing, if, after “Retirement” shall mean voluntary termination of Service but prior employment after the age of sixty (60) with at least ten (10) years of combined service to vesting of all or the Trust and/or its Affiliates; provided, however, that if the Grantee elects to terminate employment in connection with a portion of the Awarded UnitsRetirement, the Grantee breaches any provision hereof, including without limitation must provide the provisions Trust with a minimum of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on (x) six (6) months prior written notice of such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Retirement if such Grantee’s obligation to repay such distributions accrues. (e) If title is at the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), senior vice president level and (d) hereofabove, or (y) three (3) months prior written notice of such Retirement if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the such Grantee’s Service shall have previously terminated. Notwithstanding title is at the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units first vice president level and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesbelow. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in In the event that the Grantee’s Service (including service with the Trust and its Affiliates is terminated prior to the lapsing of restrictions with respect to any successors to portion of the Company Performance Share Unit Award granted hereunder, such portion of the Award held by the Grantee shall become free of such restrictions or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined forfeited as follows: (ai) If the Grantee’s such termination of Service service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case because of the Grantee’s Disability, on the vesting schedule Retirement (as defined below) and otherwise in accordance Grantee’s employment with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously Trust and/or its Affiliates may not be terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Planfor cause, and (2) provided Grantee has executed and continues to comply with the terms of an agreement not to provide services as an employee, director, consultant, agent, or otherwise, to any of the Trust’s or Affiliates’ direct competitors for a period of two (2) years from the date of Retirement (the “Retirement Date”), then the Grantee’s Performance Share Unit Award shall continue to vest and be payable after the Retirement Date in accordance with the original terms of such Performance Share Units. Notwithstanding the foregoing, (i) if the Retirement Date occurs during the nine-month period immediately following the Grant Date, then all of the Performance Share Units shall be forfeited; and (ii) if the Retirement Date occurs during the three-month period prior to the first anniversary of the Grant Date, then the Grantee shall be eligible to earn a number of Shares in the case manner and as provided in Section 2(b) above (pro-rated based on (A) the number of full months of the Grantee’s death, upon such termination of Service (treating employment from the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit beginning of the then-unvested portion of performance period through the Awarded Units Retirement Date divided by (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (IB) the total number of full days months in the performance period) and the remaining Performance Share Units shall be forfeited. “Retirement” shall mean voluntary termination of employment after the Grantee’s Service completed during the Restricted Period divided by age of sixty (II60) 365, multiplied by with at least ten (y10) such unvested portion years of the Awarded Units, and rounded combined service to the nearest common unitTrust and/or its Affiliates; (B) provided, however, that if the Grantee elects to terminate employment in connection with respect to any unvested Awarded Units included in the Second Vesta Retirement, the product Grantee must provide the Trust with a minimum of (x) the quotient six (which shall not exceed 1.06) months prior written notice of (I) the total number of full days of the such Retirement if such Grantee’s Service completed during title is at the Restricted Period divided by (II) 730senior vice president level and above, multiplied by or (y) three (3) months prior written notice of such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Retirement if such Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement title is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule first vice president level and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesbelow. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) hereinIf Participant experiences a Qualifying Termination, then (bi) in any Restricted Shares that are Earned Restricted Shares as of the Plan in connection with a Change in Control date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which Qualifying Termination occurs following the Grantee is a party in connection with a Change end of Control the Adjusted EBITDA Performance Period (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors Exhibit B) but prior to the Company or an Affiliate) terminates filing of the Company’s Annual Report on Form 10-K for any reason (or converts the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to inactive status in vest and become Vested Shares upon the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If filing of such Annual Report on Form 10-K if the Grantee’s termination of Service Adjusted EBITDA Goal is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Serviceachieved. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) The treatment set forth in section 2 hereofSection 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, notwithstanding that delivery and non-revocation of a general release of claims in the Granteeform attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s Service estate’s) within five business days following the termination date, and Participant shall have previously terminated 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Grantee has converted Release to inactive employee status on account of Disability under any Disability Plan, and (2) the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved)law. (c) If the Grantee’s Participant experiences a termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a)a Qualifying Termination, (b), (c), and (d) hereof, all Restricted Shares that have not become Vested Shares on or if an ambiguity exists as prior to the interpretation date of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after such termination of Service but prior to vesting of all or a portion (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the Awarded Units, the Grantee breaches any provision hereof, including termination date without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesconsideration therefor. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors Notwithstanding anything to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth contrary in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement)any other agreement, in the event that the Grantee’s Service (including your service to any successors to the Company or an Affiliate) terminates PJT Holdings is terminated for any reason (other than your resignation of service without Good Reason or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s your termination of Service is due service by PJT Holdings for Cause, then, subject to resignationSection IV.B. of the Non-Competition Agreement (x) all of your then unvested Founder LTIP Units will remain outstanding and eligible to vest notwithstanding such termination of service as provided in clause (z) below, discharge(y) all of your then unvested Founder Earn-Out Units will be forfeited to the extent the share price performance conditions have not then been satisfied, unless otherwise determined by the Founder and (z) all of your then unvested Founder LTIP Units shall vest on their regularly scheduled vesting dates during the period that you are bound by the non-competition, non-solicitation or retirement prior to age 55 and does not meet the condition non-interference covenants set forth in section 4(dSections I.A., I.B. and I.C. of the Non-Competition Agreement (the “Restriction Period”) hereof, and all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more such units shall fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to vest upon the Company within thirty (30) days after expiration of the Grantee’s termination Restriction Period or the date of Service. (b) If the Grantee’s termination of Service is due to Disability or your death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereofearlier, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminatedservice. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to Partner Agreement “Cause” has the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) meaning set forth in section 2 hereof, notwithstanding that Section 5(b) hereof and “Good Reason” means the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination occurrence of Service but prior to vesting of all or a portion any of the Awarded Unitsfollowing events without your written consent: (i) a material adverse change in your title, authority, duties or responsibilities, (ii) the Grantee breaches relocation of your principal place of employment by more than 50 miles, (iii) a material breach by PJT Holdings or its affiliates of this Agreement or any provision hereofother material agreement with PJT Holdings or its affiliates, including without limitation or (iv) the provisions failure by PJT Holdings to obtain written assumption of section 9 hereofthis Partner Agreement by a purchaser or successor of PJT Holdings; provided, that, you must provide a notice of termination to PJT Holdings within 60 days of the Grantee shall immediately forfeit all rights occurrence of the event constituting Good Reason, and in the event you provides notice of Good Reason, PJT Holdings will have the opportunity to cure such event constituting Good Reason within 30 days of receiving such notice. For the avoidance of doubt, except as may otherwise be provided pursuant to the thenterms of such awards, no equity-unvested Awarded based awards other than Founder LTIP Units and any distributions theretofore paid on such thenFounder Earn-unvested Awarded Units. Forfeited distributions shall Out Units will be repaid subject to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesforegoing provisions. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Unitsportion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units portion of the Option as set forth in (or determined in accordance with) section 2 hereof Schedule 1 in order for such Awarded Units portion of the Option to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b5(b) hereof) prior to vestingvesting of any portion of the Option, his or her the Grantee’s rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, discharge or retirement prior to age 55 and does not meet the condition set forth in section 4(d5(d) hereof, all rights to Awarded Units exercise the Option (or any portion thereof) which is not theretofore then vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions , and all rights to exercise the vested portion of the Option shall be repaid expire on the earlier to occur of (i) the Company within thirty Expiration Date and (30ii) sixty (60) days after the Grantee’s date of termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Option shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction date of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s termination of Service shall have previously terminated or the date the Grantee has converted converts to inactive employee status on account of due to Disability under any Disability Plan, and (2) in the case . The then-unexercised portion of the Grantee’s death, upon such termination of Service (treating Option shall be exercisable until the applicable Performance Targets in section 2 hereof as having been achieved)Expiration Date. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d5(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Option (determined as follows: (A) with respect to any unvested Awarded Units included in portion of the Option which vests on the First VestVest Date (as defined in Schedule 1), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units included in portion of the Option which vests on the Second VestVest Date (as defined in Schedule 1), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units included portion of the Option which vests on the Third Vest Date (as defined in the Final VestSchedule 1), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the earlier to occur of (i) the Expiration Date and (ii) one (1) year after the date of termination of Service. For purposes of this section 4(c5(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.,

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date Performance Period for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units the Award to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement) or [for Xx. Xxx only] (d) in the Employment Letter (as hereinafter defined), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts during the Performance Period, the Grantee's right to inactive status in payment of the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder Award shall be determined as follows: (a) If the Grantee’s 's termination of Service is due to resignation, discharge, or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement the Award shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s 's termination of Service is due to Disability or (1) Disability, (2) death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (13) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, : (i) The Grantee's Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yb) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee's right to Performance Shares under section 2 hereof shall be determined as the Grantee's Target number of Performance Shares, reduced as set forth in section 4(b)(i) hereof, times the average of the Grantee's percentage achievement under the Annual Incentive Plan for each year in the Performance Period (subject to a maximum of 200%); provided that, subject to section 4(e) hereof, if the Grantee is a Covered Employee (as defined below) for any year during the Performance Period, the Grantee's percentage achievement for the year in which the Grantee's Service terminates, and any subsequent years in the Performance Period, shall be deemed to be 100%; and (iii) Payment of Awards under this section 4(b) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded UnitsAward. Forfeited distributions shall be repaid to For purposes of this Agreement, the Company within thirty (30) days after Grantee is a “Covered Employee” if the Grantee is a Covered Employee as defined by Code Section 162(m), provided, that, as of the date on which of termination of the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoingService, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement Code Section 162(m) is detrimental applicable to the CompanyPerformance Shares. (dc) If the Grantee’s 's termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s 's chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee's Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s 's right to Performance Shares under section 2 hereof shall be determined as the Grantee's Target number of Performance Shares times the average of the Grantee's percentage achievement under the Annual Incentive Plan for each year in the Performance Period (subject to a maximum of 200%); provided that (subject to section 4(e) hereof if, for any year during the Performance Period, the Grantee is a Covered Employee) the Grantee's percentage achievement for the year in which the Grantee's Service terminates, and any subsequent years in the Performance Period, shall have previously terminatedbe deemed to be 100%. Payment of the Award under this section 4(c) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ed) If the Grantee's Service is terminated prior to vesting of all or a portion of during the Awarded Units Performance Period for any reason other than as set forth in sections 4(a), (b), ) and (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(d) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Award. (e) Notwithstanding any other provision of this Agreement or the Plan, if, for any year during the Performance Period, the Grantee is a Covered Employee and the Grantee’s Service is terminated during the Performance Period due to retirement as set forth in section 4(b)(3) or 4(c) hereof, no portion of any distributions theretofore paid Award that is subject to the achievement of the Corporate Performance Objective (1) for the portion of the Performance Period beginning January 1, [ ] and ending on such then-unvested Awarded Units. Forfeited distributions December 31, [ ] (“[ ] Period”), or (2) for the portion of the Performance Period beginning January 1, [ ] and ending on December 31, [ ] (“[ ] Period”), or (3) for the portion of the Performance Period beginning January 1, [ ] and ending on December 31, [ ] (“[ ] Period”), to which the Grantee would otherwise be entitled pursuant to section 4(b)(3) or 4(c) hereof shall be repaid to the Company within thirty (30) days after payable unless and until the date on which such Corporate Performance Objective shall have been achieved, as certified by the Committee as contemplated by section 2(a) hereof. If the Corporate Performance Objective is not achieved and certified for the [ ] Period, the Grantee’s obligation 's percentage achievement for the [ ] Period shall be deemed to repay be 0%. If the Corporate Performance Objective is not achieved and certified for the [ ] Period, the Grantee's percentage achievement for the [ ] Period shall be deemed to be 0%. If the Corporate Performance Objective is not achieved and certified for the [ ] Period, the Grantee's percentage achievement for the [ ] Period shall be deemed to be 0%. [the following applies only to Xx. Xxx] Notwithstanding any other provision of this Agreement or the Plan, if the Employment Period (as defined in the Retention Agreement) is not then in effect, and the Grantee terminates Service for Good Reason (as defined in the Grantee's Amended and Restated Employment Letter with the Company (such distributions accrues. Amended and Restated Employment Letter, as amended from time to time, the “Employment Letter”) or the Company terminates the Grantee's Service without Cause (f) As as defined in the Employment Letter), prior to the end of the Performance Period, then the Grantee shall be entitled to a condition to this Restricted Unit pro rata portion of the Award, calculated assuming that the Grantee's percentage achievement for the year in which the Grantee's Service terminates, and any subsequent years in the Performance Period, shall be deemed to be 100%; provided, that no portion of the Award that is subject to the achievement of the Corporate Performance Objective for (1) the portion of the Performance Period beginning [ ] and ending on [ ] (“[ ] Period”) or (2) the portion of the Performance Period beginning [ ] and ending on [ ] (the “[ ] Period”) or (3) the portion of the Performance Period beginning [ ] and ending on [ ] (the “[ ] Period”) shall be payable unless and until the date on which such Corporate Performance Objective shall have been achieved, as certified by the Committee as contemplated by section 2(a) hereof. If the Corporate Performance Objective is not achieved and certified for the [ ] Period, the Grantee's percentage achievement for the [ ] Period shall be deemed to be 0%. If the Corporate Performance Objective is not achieved and certified for the [ ] Period, the Grantee's percentage achievement for the [ ] Period shall be deemed to be 0%. If the Corporate Performance Objective is not achieved and certified for the [ ] Period, the Grantee's percentage achievement for the [ ] Period shall be deemed to be 0%. Notwithstanding the foregoing, if the Employment Period (as defined in the Retention Agreement) is not then in effect, and the Grantee hereby consents terminates Service due to death, Disability, Retirement or an Approved Early Retirement (each as defined in the Employment Letter), prior to the deduction from end of the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4Performance Period, the Performance Share Award shall be earned in accordance with the Employment Letter.

Termination of Service. Except as otherwise set forth herein, with respect Subject to any Awarded UnitsSection 6, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date provisions of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), Section 5 shall apply in the event that the Grantee’s Grantee incurs a Termination of Service (including to at any successors time prior to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as followsVesting Date: (a) If Except as provided in Section 6, in the Grantee’s termination event the Grantee incurs a Termination of Service is due to resignation, dischargefor any reason other than by the Company for Cause, or retirement prior as a result of his death or Disability, as of the Vesting Date, and subject to age 55 and does not meet achievement of the condition Performance Goal set forth in section 4(d) hereofSection 3, all rights a portion of the RSUs equal to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vestedthe Termination Vesting Portion shall become Vested RSUs and, as more fully of the Settlement Date, the Grantee shall be entitled to receive an amount determined pursuant to Section 4 hereof in respect of such Vested RSUs. For purposes of this Section 5(a), the “Termination Vesting Portion” shall be a number of RSUs equal the result of the following formula: (A) x (B/375), where “A” equals the aggregate number of RSUs granted pursuant to this Agreement (as set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to Section 1 above); and “B” equals the Company within thirty (30) number of days after elapsing between the Grantee’s termination Grant Date and the date of such Termination of Service. (b) If In the Grantee’s termination event the Grantee incurs a Termination of Service is due to Disability because of his death or deathDisability, or if all RSUs shall become Vested RSUs as of the date of such Termination of Service, and, as of the Settlement Date, the Grantee converts (or his Beneficiary, as applicable) shall be entitled to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or receive an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 amount determined pursuant to Section 4 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If In the Grantee’s termination event the Grantee incurs a Termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with by the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vestfor Cause, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit RSUs shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units cancelled and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental forfeited to the Company. (d) If Solely for purposes of this Agreement, “Termination of Service” shall have the Grantee’s termination meaning set forth in the Plan, except that no Termination of Service is due shall be deemed to retirement on or after age 50have occurred so long as, and ifuntil March 14, but only if2014, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by either (i) the Company’s Grantee retains the position of chief executive officer of the Company, or (or, if ii) the Grantee is an remains available to provide executive officerconsulting agent services to the Company at reasonable times and upon the reasonable notice from, by a member of the Committee or the and request of, any successor chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise Company (as described in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, certain letter agreement between the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesdated as of February 26, 2013). (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Unitsportion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units portion of the Option as set forth in (or determined in accordance with) section 2 Schedule 1 hereof in order for such Awarded Units portion of the Option to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b5(b) hereof) prior to vestingvesting of any portion of the Option, his or her the Grantee’s rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, discharge or retirement prior to age 55 and does not meet the condition set forth in section 4(d5(d) hereof, all rights to Awarded Units exercise the Option (or any portion thereof) which is not theretofore then vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions , and all rights to exercise the vested portion of the Option shall be repaid to expire on the Company within thirty (30) days after the Grantee’s termination of ServiceExpiration Date. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Option shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction date of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s termination of Service shall have previously terminated or the date the Grantee has converted converts to inactive employee status on account of due to Disability under any Disability Plan, and (2) in the case . The then-unexercised portion of the Grantee’s death, upon such termination of Service (treating Option shall be exercisable until the applicable Performance Targets in section 2 hereof as having been achieved)Expiration Date. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d5(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Option (determined as follows: (A) with respect to any unvested Awarded Units included in portion of the Option which vests on the First VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units included in portion of the Option which vests on the Second VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units included portion of the Option which vests on the Third Vest Date (as defined in the Final VestSchedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the Expiration Date. For purposes of this section 4(c5(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any The portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Option which does not so vest shall be repaid to the Company within thirty (30) days after forfeited effective on the date on which the Grantee’s obligation to repay such distributions accruesof termination of Service. Notwithstanding the foregoing, any then-unvested Awarded Units portion of the Option shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Option shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the Expiration Date. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsOption, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to portion of the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (e) If the a Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a5(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Option shall be forfeited or whether the Grantee shall be entitled to full vesting or to pro rata vesting as set forth above based upon completed days of service Service during the Restricted Periodvesting period, and shall also determine the period during which the Grantee may exercise any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a vested portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Without limiting the foregoing and for the avoidance of doubt, in the event the Grantee’s Service is terminated for Cause, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested) under this Agreement shall be immediately forfeited. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or the chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4in connection with the termination of the Grantee’s Service.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Unitsportion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units portion of the Option as set forth in (or determined in accordance with) section 2 hereof Schedule 1 in order for such Awarded Units portion of the Option to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b5(b) hereof) prior to vestingvesting of any portion of the Option, his or her the Grantee’s rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, discharge or retirement prior to age 55 and does not meet the condition set forth in section 4(d5(d) hereof, all rights to Awarded Units exercise the Option (or any portion thereof) which is not theretofore then vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions , and all rights to exercise the vested portion of the Option shall be repaid expire on the earlier to occur of (i) the Company within thirty Expiration Date and (30ii) sixty (60) days after the Grantee’s date of termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Option shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction date of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s termination of Service shall have previously terminated or the date the Grantee has converted converts to inactive employee status on account of due to Disability under any Disability Plan, and (2) in the case . The then-unexercised portion of the Grantee’s death, upon such termination of Service (treating Option shall be exercisable until the applicable Performance Targets in section 2 hereof as having been achieved)Expiration Date. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d5(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Option (determined as follows: (A) with respect to any unvested Awarded Units included in portion of the Option which vests on the First VestVest Date (as defined in Schedule 1), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units included in portion of the Option which vests on the Second VestVest Date (as defined in Schedule 1), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units included portion of the Option which vests on the Third Vest Date (as defined in the Final VestSchedule 1), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the Expiration Date. For purposes of this section 4(c5(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any The portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Option which does not so vest shall be repaid to the Company within thirty (30) days after forfeited effective on the date on which the Grantee’s obligation to repay such distributions accruesof termination of Service. Notwithstanding the foregoing, any then-unvested Awarded Units portion of the Option shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Option shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the Expiration Date. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsOption, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to portion of the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (e) If the a Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a5(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Option shall be forfeited or whether the Grantee shall be entitled to full vesting or to pro rata vesting as set forth above based upon completed days of service Service during the Restricted Periodvesting period, and shall also determine the period during which the Grantee may exercise any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a vested portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Unitsportion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units portion of the Option as set forth in (or determined in accordance with) section 2 Schedule 1 hereof in order for such Awarded Units portion of the Option to vest vest. Without limiting the foregoing and for the avoidance of doubt, in order the event the Grantee’s Service is terminated for Cause, all rights to retain exercise the distributions paid prior Option (or any portion thereof) which is not then vested shall be immediately forfeited, and all rights to vesting with respect to such Awarded Unitsexercise the vested portion of the Option shall expire on the Expiration Date. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b5(b) hereof) prior to vestingvesting of any portion of the Option, his or her the Grantee’s rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, discharge or retirement prior to age 55 and does not meet the condition set forth in section 4(d5(d) hereof, all rights to Awarded Units exercise the Option (or any portion thereof) which is not theretofore then vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions , and all rights to exercise the vested portion of the Option shall be repaid expire on the earlier to occur of (i) the Company within thirty Expiration Date and (30ii) sixty (60) days after the Grantee’s date of termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Option shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction date of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s termination of Service shall have previously terminated or the date the Grantee has converted converts to inactive employee status on account of due to Disability under any Disability Plan, and (2) in the case . The then-unexercised portion of the Grantee’s death, upon such termination of Service (treating Option shall be exercisable until the applicable Performance Targets in section 2 hereof as having been achieved)Expiration Date. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d5(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Option (determined as follows: (A) with respect to any unvested Awarded Units included in portion of the Option which vests on the First VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units included in portion of the Option which vests on the Second VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units included portion of the Option which vests on the Third Vest Date (as defined in the Final VestSchedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the earlier to occur of (i) the Expiration Date and (ii) one (1) year after the date of termination of Service. For purposes of this section 4(c5(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any The portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Option which does not so vest shall be repaid to the Company within thirty (30) days after forfeited effective on the date on which the Grantee’s obligation to repay such distributions accruesof termination of Service. Notwithstanding the foregoing, any then-unvested Awarded Units portion of the Option shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Option shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the earlier to occur of (i) the Expiration Date and (ii) one (1) year after the date of termination of Service. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsOption, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to portion of the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (e) If the a Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a5(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Option shall be forfeited or whether the Grantee shall be entitled to full vesting or to pro rata vesting as set forth above based upon completed days of service Service during the Restricted Periodvesting period, and shall also determine the period during which the Grantee may exercise any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a vested portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded UnitsShares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units Shares as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units Shares to vest and in order to retain the distributions dividends paid prior to vesting with respect to such Awarded UnitsShares. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units Shares not theretofore vested (including without limitation rights to distributions dividends not theretofore paid and rights to retain distributions dividends on Awarded Units Shares which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Shares shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Shares (determined as follows: (A) with respect to any unvested Awarded Units Shares included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 3651,460, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product share of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unitStock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. Notwithstanding the foregoing, any then-unvested Awarded Units Award Shares shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Shares shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units Shares for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Shares shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (f) As a condition to this Restricted Unit Stock Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions dividends arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded UnitsShares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units Shares as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units Shares to vest and in order to retain the distributions dividends paid prior to vesting with respect to such Awarded UnitsShares. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units Shares not theretofore vested (including without limitation rights to distributions dividends not theretofore paid and rights to retain distributions dividends on Awarded Units Shares which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Shares shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Shares (determined as follows: (A) with respect to any unvested Awarded Units Shares included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units Shares included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units Shares included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. Notwithstanding the foregoing, any then-unvested Awarded Units Award Shares shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Shares shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units Shares for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Shares shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except If the Grantee’s employment is terminated for any reason (other than death, Disability, involuntary termination without Cause, a Pre-Age 65 Service Retirement (as otherwise set forth hereindefined below), with respect a Retirement (as defined below), a Post-Age 65 Service Retirement (as defined below), or a termination resulting in change in control severance benefits becoming payable to any Awarded Units, the Grantee must remain in continuous Service (including to under any successors to the Company employment, severance or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement other agreement to which the Grantee is a party with the Company or any Subsidiary) prior to the vesting of the Shares, then the Shares shall upon such termination of employment be forfeited and returned to the Company; provided, however, that the Committee, in connection with a Change of Control (as defined in such Retention Agreement)its sole discretion, may, in the event that of a termination of employment for a reason other than death, Disability, involuntary termination without Cause, Pre-Age 65 Service Retirement, Retirement, Post-Age 65 Service Retirement, termination resulting in change in control severance benefits becoming payable to the Grantee’s Service (including Grantee under any employment, severance or other agreement to any successors to which the Grantee is a party with the Company or an Affiliate) terminates any Subsidiary, or Cause, provide for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined lapsing of such restrictions upon such terms and provisions as follows: (a) it deems proper. If the Grantee’s employment is terminated by reason of death, Disability, involuntary termination of without Cause, Pre-Age 65 Service is due to resignationRetirement, dischargeRetirement, Post-Age 65 Service Retirement, or retirement prior a termination resulting in change in control severance benefits becoming payable to age 55 and does not meet the condition set forth in section 4(d) hereofGrantee under any employment, all rights severance or other agreement to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have the Grantee is a party with the Company or any Subsidiary, the Shares, if not theretofore vested, as more fully set forth shall vest in section 3(d) hereof) under this Agreement shall be immediately forfeitedfull on the date of termination. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service employment is due voluntarily or involuntarily terminated other than for Cause or death prior to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total age 65 and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disabilityage plus years of service is equal to or greater than ninety (90), on then the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s termination is considered to be a “Pre-Age 65 Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved)Retirement. (c) ” If the Grantee’s termination of Service employment is due to retirement voluntarily or involuntarily terminated other than for Cause or death on or after age 55 after completing at least ten years of continuous Service with the Company 65 and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during age plus years of service is less than ninety (90), then the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded termination is considered to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of be a “Retirement.” If the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, employment is voluntarily or involuntarily terminated other than for Cause or death on or after age 65 and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by age plus years of service is equal to or greater than ninety (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c90), 0.5 of then the termination is considered to be a common unit shall be rounded up to the nearest unit. “Post-Age 65 Service Retirement.” Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and extent the terms of any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid employment, severance or other agreement to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of party with the Committee Company or the chief executive officer at the direction of the Committee, other than any Subsidiary that is then in effect provide vesting rights with respect to himself)the Shares in addition to those contained in this Section 3, the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all such additional rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid deemed to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesbe part of this Agreement and are incorporated herein by reference. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date Performance Period for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units the Award to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior during the Performance Period, the Grantee’s right to vesting, his or her rights hereunder payment of the Award shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement the Award shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If In the case of (1) the Grantee’s termination of Service is due to Disability or deathDisability, or if (2) the Grantee converts Grantee’s conversion to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate Affiliate: (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage (subject to a “Disability Plan”maximum of 200%), the then-unvested portion ; and (ii) Payment of the Awarded Units Award under this section 4(b) shall vest be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. (1c) in In the case of the Grantee’s Disability, on termination of Service due to death: (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the vesting schedule and otherwise in accordance with greater of (x) the terms and conditions Grantee's Target number of Performance Shares or (including without limitation satisfaction y) the Grantee's Target number of Performance Shares times the Achieved Percentage (subject to a maximum of 200%); and (ii) Payment of the applicable Performance TargetsAward under this section 4(c) set forth in section 2 hereof, notwithstanding shall be made as soon as reasonably practicable thereafter (it being understood that the Grantee’s Service Committee shall have previously terminated or determine the Grantee has converted Achieved Percentage in good faith even though such determination will occur prior to inactive employee status on account the end of Disability under any Disability Plan, and the Performance Period). (2d) in In the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(dSection 4(e) hereof, : (i) The Grantee’s Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yB) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares, reduced as set forth in section 4(d)(i) hereof, times the Achieved Percentage; and (iii) Payment of the Award under this section 4(d) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the CompanyAward. (de) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee’s Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s Service right to Performance Shares under section 2 hereof shall have previously terminatedbe determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage. Payment of the Award under this section 4(e) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ef) If the Grantee's ’s Service is terminated prior to vesting of all or a portion of during the Awarded Units Performance Period for any reason other than as set forth in sections 4(a), (b), (c), (d) and (de) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(f) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date Performance Period for such Awarded Units as set forth the Award to vest. Without limiting the foregoing and for the avoidance of doubt, in (or determined in accordance with) section 2 hereof in order the event the Grantee’s Service is terminated for such Awarded Units Cause, all rights to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded UnitsAward shall be immediately forfeited. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior during the Performance Period, the Grantee’s right to vesting, his or her rights hereunder payment of the Award shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d4(e) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement the Award shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If In the case of (1) the Grantee’s termination of Service is due to Disability or deathDisability, or if (2) the Grantee converts Grantee’s conversion to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”): (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage for each year in the Performance Period (subject to a maximum of 200%); provided that the Grantee’s Achieved Percentage for the year in which the Grantee’s Service terminates due to Disability or converts to inactive status under a Disability Plan, and any subsequent years in the then-unvested portion Performance Period, shall be deemed to be 100%; and (ii) Payment of the Awarded Units Award under this section 4(b) shall vest be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. (1c) in In the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions termination of Service due to death: (including without limitation satisfaction of the applicable i) The Grantee’s right to Performance Targets) set forth in Shares under section 2 hereof, notwithstanding hereof shall be determined as the greater of (x) the Grantee's Target number of Performance Shares or (y) the Grantee's Target number of Performance Shares times the Achieved Percentage (subject to a maximum of 200%); provided that the Grantee’s Achieved Percentage for the year in which the Grantee’s Service shall have previously terminated or the Grantee has converted terminates due to inactive employee status on account of Disability under any Disability Plandeath, and any subsequent years in the Performance Period, shall be deemed to be 100%; and (2ii) Payment of the Award under this section 4(c) shall be made as soon as reasonably practicable thereafter (it being understood that the Committee shall determine the Achieved Percentage in good faith even though such determination will occur prior to the end of the Performance Period). (d) In the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(dSection 4(e) hereof, : (i) The Grantee’s Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yB) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares, reduced as set forth in section 4(d)(i) hereof, times the Achieved Percentage; and (iii) Payment of the Award under this section 4(d) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, the Grantee’s Award shall not be paid if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. Additionally, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the CompanyAward. (de) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee’s Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s Service right to Performance Shares under section 2 hereof shall have previously terminatedbe determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage. Payment of the Award under this section 4(e) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ef) If the Grantee's ’s Service is terminated prior to vesting of all or a portion of during the Awarded Units Performance Period for any reason other than as set forth in sections 4(a), (b), (c), (d) and (de) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(f) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded UnitsShares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units Shares as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units Shares to vest and in order to retain the distributions dividends paid prior to vesting with respect to such Awarded UnitsShares. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d) hereof, all rights to Awarded Units Shares not theretofore vested (including without limitation rights to distributions dividends not theretofore paid and rights to retain distributions dividends on Awarded Units Shares which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Shares shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Shares (determined as follows: (A) with respect to any unvested Awarded Units Shares included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units Shares included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units Shares included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Shares shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units Shares for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Shares shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-then- unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded UnitsShares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units Shares as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units Shares to vest and in order to retain the distributions dividends paid prior to vesting with respect to such Awarded UnitsShares. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units Shares not theretofore vested (including without limitation rights to distributions dividends not theretofore paid and rights to retain distributions dividends on Awarded Units Shares which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Shares shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Shares (determined as follows: (A) with respect to any unvested Awarded Units Shares included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. Notwithstanding the foregoing, any then-unvested Awarded Units Award Shares shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Shares shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units Shares for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Shares shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (f) As a condition to this Restricted Unit Stock Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions dividends arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Unitsportion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units portion of the Option as set forth in (or determined in accordance with) section 2 Schedule 1 hereof in order for such Awarded Units portion of the Option to vest vest. Without limiting the foregoing and for the avoidance of doubt, in order the event the Grantee’s Service is terminated for Cause, all rights to retain exercise the distributions paid prior Option (or any portion thereof) which is not then vested shall be immediately forfeited, and all rights to vesting with respect to such Awarded Unitsexercise the vested portion of the Option shall expire on the Expiration Date. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b5(b) hereof) prior to vestingvesting of any portion of the Option, his or her the Grantee’s rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, discharge or retirement prior to age 55 and does not meet the condition set forth in section 4(d5(d) hereof, all rights to Awarded Units exercise the Option (or any portion thereof) which is not theretofore then vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions , and all rights to exercise the vested portion of the Option shall be repaid to expire on the Company within thirty (30) days after the Grantee’s termination of ServiceExpiration Date. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Option shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction date of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s termination of Service shall have previously terminated or the date the Grantee has converted converts to inactive employee status on account of due to Disability under any Disability Plan, and (2) in the case . The then-unexercised portion of the Grantee’s death, upon such termination of Service (treating Option shall be exercisable until the applicable Performance Targets in section 2 hereof as having been achieved)Expiration Date. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d5(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Option (determined as follows: (A) with respect to any unvested Awarded Units included in portion of the Option which vests on the First VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units included in portion of the Option which vests on the Second VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units included portion of the Option which vests on the Third Vest Date (as defined in the Final VestSchedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the Expiration Date. For purposes of this section 4(c5(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any The portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Option which does not so vest shall be repaid to the Company within thirty (30) days after forfeited effective on the date on which the Grantee’s obligation to repay such distributions accruesof termination of Service. Notwithstanding the foregoing, any then-unvested Awarded Units portion of the Option shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Option shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the Expiration Date. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsOption, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to portion of the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (e) If the a Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a5(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Option shall be forfeited or whether the Grantee shall be entitled to full vesting or to pro rata vesting as set forth above based upon completed days of service Service during the Restricted Periodvesting period, and shall also determine the period during which the Grantee may exercise any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a vested portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) hereinIf Participant experiences a Qualifying Termination, then (bi) in any Restricted Shares that are Earned Restricted Shares as of the Plan in connection with a Change in Control date of such Qualifying Termination will vest and become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which Qualifying Termination occurs following the Grantee is a party in connection with a Change end of Control the Adjusted EBITDA Performance Period (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors Exhibit B) but prior to the Company or an Affiliate) terminates filing of the Company’s Annual Report on Form 10-K for any reason (or converts the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to inactive status in vest and become Vested Shares upon the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination filing of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions such Annual Report on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid Form 10-K to the Company within thirty (30) days after the Grantee’s termination of Serviceextent an Adjusted EBITDA Goal is achieved. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) The treatment set forth in section 2 hereofSection 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, notwithstanding that delivery and non-revocation of a general release of claims in the Granteeform attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s Service estate’s) within five business days following the termination date, and Participant shall have previously terminated 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Grantee has converted Release to inactive employee status on account of Disability under any Disability Plan, and (2) the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved)law. (c) If the Grantee’s Participant experiences a termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a)a Qualifying Termination, (b), (c), and (d) hereof, all Restricted Shares that have not become Vested Shares on or if an ambiguity exists as prior to the interpretation date of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after such termination of Service but prior to vesting of all or a portion (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the Awarded Units, the Grantee breaches any provision hereof, including termination date without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesconsideration therefor. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date Performance Period [and until [date]] for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units the Award to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement) or [for Xx. Xxx only] (d) in the Employment Letter (as hereinafter defined), in the event that the Grantee’s 's Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts during the Performance Period, the Grantee's right to inactive status in payment of the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder Award shall be determined as follows: (a) If the Grantee’s 's termination of Service is due to resignation, discharge, or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement the Award shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s 's termination of Service is due to Disability or (1) Disability, (2) death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (13) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, : (i) The Grantee's Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s 's Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yb) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee's right to Performance Shares under section 2 hereof shall be determined as the Grantee's Target number of Performance Shares, reduced as set forth in section 4(b)(i) hereof, times the average of the Grantee's percentage achievement under the Annual Incentive Plan for each year in the Performance Period (subject to a maximum of 200%); provided that, subject to section 4(e) hereof, if the Grantee is a Covered Employee (as defined below) for any year during the Performance Period, the Grantee's percentage achievement for the year in which the Grantee's Service terminates, and any subsequent years in the Performance Period, shall be deemed to be 100%; and (iii) Payment of Awards under this section 4(b) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded UnitsAward. Forfeited distributions shall be repaid For purposes of this Agreement, the Grantee is a “Covered Employee” if the Grantee is a Covered Employee as defined by Code Section 162(m), provided, that, as of the date of termination of the Grantee's Service, Code Section 162(m) is applicable to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the CompanyPerformance Shares. (dc) If the Grantee’s 's termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s 's chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee's Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s 's right to Performance Shares under section 2 hereof shall be determined as the Grantee's Target number of Performance Shares times the average of the Grantee's percentage achievement under the Annual Incentive Plan for each year in the Performance Period (subject to a maximum of 200%); provided that (subject to section 4(e) hereof if, for any year during the Performance Period, the Grantee is a Covered Employee) the Grantee's percentage achievement for the year in which the Grantee's Service terminates, and any subsequent years in the Performance Period, shall have previously terminatedbe deemed to be 100%. Payment of the Award under this section 4(c) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ed) If the Grantee's Service is terminated prior to vesting of all or a portion of during the Awarded Units Performance Period for any reason other than as set forth in sections 4(a), (b), ) and (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(d) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Award. (e) Notwithstanding any other provision of this Agreement or the Plan, if, for any year during the Performance Period, the Grantee is a Covered Employee and the Grantee's Service is terminated during the Performance Period due to retirement as set forth in section 4(b)(3) or 4(c) hereof, no portion of any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Award that is subject to the achievement of the Corporate Performance Objective to which the Grantee would otherwise be entitled pursuant to section 4(b)(3) or 4(c) hereof shall be repaid to the Company within thirty (30) days after payable unless and until the date on which such Corporate Performance Objective shall have been achieved, as certified by the Committee as contemplated by section 2(a) hereof. [the following applies only to Xx. Xxx] Notwithstanding any other provision of this Agreement or the Plan, if the Employment Period (as defined in the Retention Agreement) is not then in effect, and the Grantee terminates Service for Good Reason (as defined in the Grantee’s obligation 's Amended and Restated Employment Letter with the Company (such Amended and Restated Employment Letter, as amended from time to repay such distributions accrues. time, the “Employment Letter”) or the Company terminates the Grantee's Service without Cause (f) As as defined in the Employment Letter), prior to the end of the Performance Period, then the Grantee shall be entitled to a condition to this Restricted Unit pro rata portion of the Award, calculated assuming that the Grantee's percentage achievement for the year in which the Grantee's Service terminates, and any subsequent years in the Performance Period, shall be deemed to be 100%; provided that no portion of the Award that is subject to the achievement of the Corporate Performance Objective shall be payable unless and until the date on which such Corporate Performance Objective shall have been achieved, as certified by the Committee as contemplated by section 2(a) hereof. Notwithstanding the foregoing, if the Employment Period (as defined in the Retention Agreement) is not then in effect, and the Grantee hereby consents terminates Service due to death, Disability, Retirement or an Approved Early Retirement (each as defined in the Employment Letter), prior to the deduction from end of the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4Performance Period, the Performance Share Award shall be earned in accordance with the Employment Letter.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date Performance Period for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units the Award to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior during the Performance Period, the Grantee’s right to vesting, his or her rights hereunder payment of the Award shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d4(e) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement the Award shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If In the case of (1) the Grantee’s termination of Service is due to Disability or deathDisability, or if (2) the Grantee converts Grantee’s conversion to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate Affiliate: (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage (subject to a “Disability Plan”maximum of 200%), the then-unvested portion ; and (ii) Payment of the Awarded Units Award under this section 4(b) shall vest be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. (1c) in In the case of the Grantee’s Disability, on termination of Service due to death: (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the vesting schedule and otherwise in accordance with greater of (x) the terms and conditions Grantee's Target number of Performance Shares or (including without limitation satisfaction y) the Grantee's Target number of Performance Shares times the Achieved Percentage (subject to a maximum of 200%); and (ii) Payment of the applicable Performance TargetsAward under this section 4(c) set forth in section 2 hereof, notwithstanding shall be made as soon as reasonably practicable thereafter (it being understood that the Grantee’s Service Committee shall have previously terminated or determine the Grantee has converted Achieved Percentage in good faith even though such determination will occur prior to inactive employee status on account the end of Disability under any Disability Plan, and the Performance Period). (2d) in In the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(dSection 4(e) hereof, : (i) The Grantee’s Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yB) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares, reduced as set forth in section 4(d)(i) hereof, times the Achieved Percentage; and (iii) Payment of the Award under this section 4(d) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, the Grantee’s Award shall not be paid if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. Additionally, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the CompanyAward. (de) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee’s Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s Service right to Performance Shares under section 2 hereof shall have previously terminatedbe determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage. Payment of the Award under this section 4(e) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ef) If the Grantee's ’s Service is terminated prior to vesting of all or a portion of during the Awarded Units Performance Period for any reason other than as set forth in sections 4(a), (b), (c), (d) and (de) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(f) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded UnitsShares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units Shares as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units Shares to vest and in order to retain the distributions dividends paid prior to vesting with respect to such Awarded UnitsShares. Without limiting the foregoing and for the avoidance of doubt, in the event the Grantee’s Service is terminated for Cause, all rights to Awarded Shares not theretofore vested (including without limitation rights to dividends not theretofore paid and rights to retain dividends on Awarded Shares which have not theretofore vested) under this Agreement shall be immediately forfeited. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units Shares not theretofore vested (including without limitation rights to distributions dividends not theretofore paid and rights to retain distributions dividends on Awarded Units Shares which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Shares shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Shares (determined as follows: (A) with respect to any unvested Awarded Units Shares included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units Shares included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units Shares included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. Notwithstanding the foregoing, any then-unvested Awarded Units Award Shares shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Shares shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units Shares for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Shares shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (f) As a condition to this Restricted Unit Stock Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions dividends arising pursuant to this Section 4in connection with the termination of the Grantee’s Service.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date Performance Period for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units the Award to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts during the Performance Period, the Grantee’s right to inactive status in payment of the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder Award shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement the Award shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service during the Performance Period is due to Disability or (1) Disability, (2) death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (13) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, : (i) The Grantee’s Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yb) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares, reduced as set forth in section 4(b)(i) hereof, times the Achieved Percentage; and (iii) Payment of Awards under this section 4(b) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the CompanyAward. (dc) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee’s Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s Service right to Performance Shares under section 2 hereof shall have previously terminatedbe determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage. Payment of the Award under this section 4(c) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ed) If the Grantee's ’s Service is terminated prior to vesting of all or a portion of during the Awarded Units Performance Period for any reason other than as set forth in sections 4(a), (b), and (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(d) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Unitsportion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units portion of the Option as set forth in (or determined in accordance with) section 2 Schedule 1 hereof in order for such Awarded Units portion of the Option to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b5(b) hereof) prior to vestingvesting of any portion of the Option, his or her the Grantee’s rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, discharge or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d5(d) hereof, all rights to Awarded Units exercise the Option (or any portion thereof) which is not theretofore then vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions , and all rights to exercise the vested portion of the Option shall be repaid expire on the earlier to occur of (i) the Company within thirty Expiration Date and (30ii) sixty (60) days after the Grantee’s date of termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Option shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction date of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s termination of Service shall have previously terminated or the date the Grantee has converted converts to inactive employee status on account of due to Disability under any Disability Plan, and (2) in the case . The then-unexercised portion of the Grantee’s death, upon such termination of Service (treating Option shall be exercisable until the applicable Performance Targets in section 2 hereof as having been achieved)Expiration Date. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(d5(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Option (determined as follows: (A) with respect to any unvested Awarded Units included in portion of the Option which vests on the First VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units included in portion of the Option which vests on the Second VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units included portion of the Option which vests on the Third Vest Date (as defined in the Final VestSchedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock) shall vest on the date of termination, based upon the number of completed days of service during the vesting schedule period, and otherwise in accordance with the terms and conditions (including without limitation satisfaction vested portion of the applicable Performance TargetsOption shall be exercisable until the earlier to occur of (i) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminatedExpiration Date and (ii) one (1) year after the date of termination of Service. For purposes of this section 4(c5(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any The portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Option which does not so vest shall be repaid to the Company within thirty (30) days after forfeited effective on the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Companyof termination of Service. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Option shall vest on the vesting schedule date of termination and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a then-unexercised portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Option shall be repaid exercisable until the earlier to occur of (i) the Company within thirty Expiration Date and (30ii) days one (1) year after the date on which the Grantee’s obligation to repay such distributions accruesof termination of Service. (e) If the a Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a5(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Option shall be forfeited or whether the Grantee shall be entitled to full vesting or to pro rata vesting as set forth above based upon completed days of service Service during the Restricted Periodvesting period, and shall also determine the period during which the Grantee may exercise any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a vested portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect Subject to any Awarded UnitsSection 6, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date provisions of this Agreement through Section 5 shall apply in the relevant vesting date for such Awarded Units as event the Participant incurs a Termination of Service at any time prior to an applicable Vesting Date set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows3: (a) If the Grantee’s termination Participant incurs a Termination of Service is due to resignationbecause of his or her death or Disability, discharge, or retirement any RSUs that had not become Vested Shares prior to age 55 and does not meet the condition date of the Termination of Service shall become Vested Shares, and, as of the relevant Settlement Date, the Participant (or his or her beneficiary, as applicable) shall own a number of Shares equal to the whole number of Vested Shares underlying the RSUs free of all restrictions otherwise imposed by this Agreement except for Shares used to satisfy the tax withholding obligations set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under Section 16 of this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Serviceor otherwise required by any taxing authority. (b) If the Grantee’s termination Participant incurs a Termination of Service is at the time of the Company’s 20___ annual meeting of stockholders due to Disability his or deathher failure to be nominated for, or if refusal to stand for, reelection as a director at such annual meeting, any RSUs that had not become Vested Shares prior to the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan date of the Company or an Affiliate (a “Disability Plan”)Termination of Service shall become Vested Shares on the [next] Vesting Date, and, as of the relevant Settlement Date, the then-unvested portion Participant (or his or her beneficiary, as applicable) shall own a number of Shares equal to the Awarded Units shall vest (1) in whole number of Vested Shares underlying the case RSUs free of all restrictions otherwise imposed by this Agreement except for Shares used to satisfy the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) tax withholding obligations set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated Section 16 of this Agreement or the Grantee has converted to inactive employee status on account of Disability under otherwise required by any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved)taxing authority. (c) If the Grantee’s termination Participant incurs a Termination of Service is due for any reason other than his or her death or Disability or the circumstances described in Section 5(b), then any RSUs that had not become Vested Shares prior to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit date of the then-unvested portion Termination of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental forfeited to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that Notwithstanding any other provision in this provision shall apply to such retirement and is executed by the Company’s chief executive officer (orAgreement, if the Grantee Participant is an executive officer, by a member "specified employee" (as such term is defined for purposes of Section 409A of the Committee or Internal Revenue Code of 1986, as amended (the chief executive officer “Code”)) at the direction time of his or her Termination of Service, no amount that is subject to Code Section 409A and that becomes payable under this Agreement by reason of such Termination of Service shall be paid to the Participant before the earlier of (i) the expiration of the Committee, other than with respect to himself), six (6) month period measured from the then-unvested portion date of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction Participant’s Termination of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c)Service, and (dii) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction date of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesParticipant's death. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) through the Performance Period [and until [date]] for the Award to vest. [The period from the effective date end of this Agreement through the relevant vesting date for such Awarded Units Performance Period to [date] shall be referred to hereinafter as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. “Time-Vesting Period.”] Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or [or] (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement)) [or (d) in the Employment Letter (as hereinafter defined) [for Xx. Xxx only]], in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (during the Performance Period [or converts the Time-Vesting Period], the Grantee’s right to inactive status in payment of the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder Award shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d4(c) hereofhereof [, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vestedor, except as more fully set forth provided in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after 4(e), the Grantee’s termination of ServiceService occurs during the Time-Vesting Period], all rights to the Award shall be immediately forfeited. (b) If the Grantee’s termination of Service during the Performance Period is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) Disability, (2) death, [or, in the case of the Grantee’s DisabilityAwards not subject to a Time-Vesting Period only], on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets3) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, : (i) The Grantee’s Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yb) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares, reduced as set forth in section 4(b)(i) hereof, times the Achieved Percentage; and (iii) Payment of Awards under this section 4(b) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the CompanyAward. (dc) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee’s Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s Service right to Performance Shares under section 2 hereof shall have previously terminatedbe determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage. Payment of the Award under this section 4(c) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ed) If the Grantee's ’s Service is terminated prior to vesting of all during the Performance Period [or a portion of the Awarded Units Time-Vesting Period] for any reason other than as set forth in sections 4(a), (b)) , [and] (c), ) [and (d) e)] hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(d) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty Award. (30e) days after the date on which If the Grantee’s obligation termination of Service occurs during the Time-Vesting Period and is due to repay such distributions accrues. (f) As a condition to this Restricted Unit AwardDisability or death, then the Grantee hereby consents shall have the right to the deduction from number of Performance Shares determined by the Committee under section 2(a) hereof as payable, without any reduction based on the length of Service during the Time-Vesting Period. Payment of Awards under this section 4(e) shall be made in the manner specified in section 3 hereof as soon as administratively practicable following the Grantee’s final paycheck termination of Service.] [The following applies only to Xx. Xxx] Notwithstanding any other provision of this Agreement or the Plan, if the Employment Period (as defined in the Retention Agreement) is not then in effect, and the Grantee terminates Service for Good Reason (as defined in the Grantee’s Amended and Restated Employment Letter with the Company (such Amended and Restated Employment Letter, as amended from time to time, the “Employment Letter”) or the Company terminates the Grantee’s Service without Cause (as defined in the Employment Letter), prior to the end of the Performance Period, then the Grantee shall be entitled to a pro rata portion of the Award times the Achieved Percentage. Payment of the Award under this paragraph shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if the Employment Period (as defined in the Retention Agreement) is not then in effect, and the Grantee terminates Service due to death, Disability, Retirement or an amount necessary Approved Early Retirement (each as defined in the Employment Letter), prior to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4the end of the Performance Period, the Performance Share Award shall be earned in accordance with the Employment Letter.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded UnitsShares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units Shares as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units Shares to vest and in order to retain the distributions dividends paid prior to vesting with respect to such Awarded UnitsShares. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), or [for Xx. Xxx only] (d) in the Employment Letter (as hereinafter defined), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, all rights to Awarded Units Shares not theretofore vested (including without limitation rights to distributions dividends not theretofore paid and rights to retain distributions dividends on Awarded Units Shares which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service death or (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c3) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Shares (determined as follows: (A) with respect to any unvested Awarded Units Shares included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units Shares included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units Shares included in the Final Third Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock) shall vest (a) in the event of disability or death, on the date of termination of Service or (b) in the event of retirement on or after age 65 which does not meet the condition set forth in section 4(c) hereof, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c4(b), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (dc) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Shares shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (ed) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units Shares for any reason other than as set forth in sections 4(a), (b), ) and (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Shares shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. . [the following applies only to Xx. Xxx] Notwithstanding any other provision of this Agreement or the Plan, if the Employment Period (fas defined in the Retention Agreement) As a condition to this Restricted Unit Awardis not then in effect, and the Grantee hereby consents to the deduction from terminates Service for Good Reason (as defined in the Grantee’s final paycheck Amended and Restated Employment Letter with the Company (such Amended and Restated Employment Letter, as amended from time to time, the “Employment Letter”) or the Company terminates the Grantee’s Service without Cause (as defined in the Employment Letter), then the Grantee shall continue to vest in the Awarded Shares on the schedule and otherwise on the terms and conditions (including without limitation satisfaction of an amount necessary the applicable Performance Targets) set forth in section 2 hereof until the date which is two years after the date on which the Grantee’s Service is terminated. Awarded Shares which are scheduled to satisfy any obligation to repay vest after the date which is two years after the date on which the Grantee’s Service is terminated in accordance herewith shall be forfeited distributions arising pursuant to this Section 4effective on the date on which the Grantee’s Service is terminated.

Termination of Service. Except as otherwise set forth hereinIf the Executive's employment with the Cardinal Group terminates prior to the Vesting Date, all of the Restricted Shares shall be forfeited. Notwithstanding the foregoing, if the Executive's employment with the Company is terminated before the end of the Employment Period by the Company without Cause or by the Executive for Good Reason, the Additional Incentive Shares shall nevertheless vest on the Vesting Date unless the Executive has violated any of the provisions of Section 7 of the Employment Agreement. If the Executive's employment with the Company terminates prior to the vesting of the Additional Incentive Shares by reason of the Executive's death or Disability, then the restrictions with respect to a ratable portion of the Additional Incentive Shares shall lapse and such shares shall not be forfeited, unless the Executive has violated any Awarded Unitsof the provisions of Section 7 of the Employment Agreement. Such ratable portion shall be an amount equal to the number of Additional Incentive Shares multiplied by the portion of the period between February 9, 2000 and the second anniversary thereof that has expired at the date of the Executive's death or Disability. SPECIAL FORFEITURE/CLAWBACK RULES. Notwithstanding the foregoing, if at any time prior to the Vesting Date, the Grantee must remain in continuous Service (including Executive violates any of the provisions of Section 7 of the Employment Agreement, the Additional Incentive Shares shall be forfeited by the Executive. In addition, if at any time the Executive violates any of the provisions of Section 7 of the Employment Agreement, the Executive is subject to any successors being required to pay the Clawback Amount to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Units. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vestedCompany, as more fully set forth in section 3(dSection 3(c) hereof) under of the Agreement. No provision of this Agreement shall diminish, negate, or otherwise affect any separate noncompete agreement to which the Executive may be immediately forfeiteda party. Forfeited distributions shall be repaid The Executive acknowledges and agrees that the provisions contained in this item 5 are being made for the benefit of the Cardinal Group in consideration of the Executive's receipt of the Additional Incentive Shares, in consideration of employment, in consideration of exposing the Executive to the Cardinal Group's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. The Executive further acknowledges that the receipt of the Additional Incentive Shares and execution of this Agreement are voluntary actions on the part of the Executive, and that the Company within thirty is unwilling to provide the Additional Incentive Shares to the Executive without their being subject to this item 5. RIGHT OF SET-OFF. By accepting these Additional Incentive Shares, the Executive consents to a deduction from and set-off against any amounts owed to the Executive by the Cardinal Group from time to time (30) days after including but not limited to amounts owed to the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or deathExecutive as wages, severance payments, or if other fringe benefits) to the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan extent of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved)amounts so owed. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit of the then-unvested portion of the Awarded Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be rounded up to the nearest unit. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded UnitsShares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units Shares as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units Shares to vest and in order to retain the distributions dividends paid prior to vesting with respect to such Awarded UnitsShares. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d) hereof, all rights to Awarded Units Shares not theretofore vested (including without limitation rights to distributions dividends not theretofore paid and rights to retain distributions dividends on Awarded Units Shares which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Shares shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Shares (determined as follows: (A) with respect to any unvested Awarded Units Shares included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 365, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units Shares included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units Shares included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. Notwithstanding the foregoing, any then-unvested Awarded Units Award Shares shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Shares shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units Shares for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Shares shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (f) As a condition to this Restricted Unit Stock Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions dividends arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Unitsportion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units portion of the Option as set forth in (or determined in accordance with) section 2 Schedule 1 hereof in order for such Awarded Units portion of the Option to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b5(b) hereof) prior to vestingvesting of any portion of the Option, his or her the Grantee’s rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, discharge or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d5(d) hereof, all rights to Awarded Units exercise the Option (or any portion thereof) which is not theretofore then vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions , and all rights to exercise the vested portion of the Option shall be repaid to expire on the Company within thirty (30) days after the Grantee’s termination of ServiceExpiration Date. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Option shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction date of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s termination of Service shall have previously terminated or the date the Grantee has converted converts to inactive employee status on account of due to Disability under any Disability Plan, and (2) in the case . The then-unexercised portion of the Grantee’s death, upon such termination of Service (treating Option shall be exercisable until the applicable Performance Targets in section 2 hereof as having been achieved)Expiration Date. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(d5(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Option (determined as follows: (A) with respect to any unvested Awarded Units included in portion of the Option which vests on the First VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units included in portion of the Option which vests on the Second VestVest Date (as defined in Schedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units included portion of the Option which vests on the Third Vest Date (as defined in the Final VestSchedule 1 hereto), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock) shall vest on the date of termination, based upon the number of completed days of service during the vesting schedule period, and otherwise in accordance with the terms and conditions (including without limitation satisfaction vested portion of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that Option shall be exercisable until the Grantee’s Service shall have previously terminatedExpiration Date. For purposes of this section 4(c5(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any The portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Option which does not so vest shall be repaid to the Company within thirty (30) days after forfeited effective on the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Companyof termination of Service. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Option shall vest on the vesting schedule date of termination and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a then-unexercised portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Option shall be repaid to exercisable until the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesExpiration Date. (e) If the a Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a5(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Option shall be forfeited or whether the Grantee shall be entitled to full vesting or to pro rata vesting as set forth above based upon completed days of service Service during the Restricted Periodvesting period, and shall also determine the period during which the Grantee may exercise any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a vested portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Unitsportion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units portion of the Option as set forth in (or determined in accordance with) section 2 hereof Schedule 1 in order for such Awarded Units portion of the Option to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b5(b) hereof) prior to vestingvesting of any portion of the Option, his or her the Grantee’s rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, discharge or retirement prior to age 55 and does not meet the condition set forth in section 4(d5(d) hereof, all rights to Awarded Units exercise the Option (or any portion thereof) which is not theretofore then vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited, and all rights to exercise the vested portion of the Option shall expire on the Expiration Date. Forfeited distributions shall be repaid [or in the case of Messrs. Xxxxxx and May, on the earlier to occur of (i) the Company within thirty Expiration Date and (30ii) sixty (60) days after the Grantee’s date of termination of Service.] (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units Option shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction date of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s termination of Service shall have previously terminated or the date the Grantee has converted converts to inactive employee status on account of due to Disability under any Disability Plan, and (2) in the case . The then-unexercised portion of the Grantee’s death, upon such termination of Service (treating Option shall be exercisable until the applicable Performance Targets in section 2 hereof as having been achieved)Expiration Date. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d5(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Option (determined as follows: (A) with respect to any unvested Awarded Units included in portion of the Option which vests on the First VestVest Date (as defined in Schedule 1), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units included in portion of the Option which vests on the Second VestVest Date (as defined in Schedule 1), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units included portion of the Option which vests on the Third Vest Date (as defined in the Final VestSchedule 1), the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during from the Restricted Period Grant Date of the Option through termination of Service divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsOption, and rounded to the nearest common unitshare of Stock) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the Expiration Date. For purposes of this section 4(c5(c), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any The portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions Option which does not so vest shall be repaid to the Company within thirty (30) days after forfeited effective on the date on which the Grantee’s obligation to repay such distributions accruesof termination of Service. Notwithstanding the foregoing, any then-unvested Awarded Units portion of the Option shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Option shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 Section 3 hereof, notwithstanding that the Grantee’s Service service shall have previously terminated, and shall be exercisable until the Expiration Date. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsOption, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to portion of the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (e) If the a Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a5(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Option shall be forfeited or whether the Grantee shall be entitled to full vesting or to pro rata vesting as set forth above based upon completed days of service Service during the Restricted Periodvesting period, and shall also determine the period during which the Grantee may exercise any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a vested portion of the Awarded Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesOption. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded UnitsShares, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such Awarded Units Shares as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units Shares to vest and in order to retain the distributions dividends paid prior to vesting with respect to such Awarded UnitsShares. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), or [for Xx. Xxx only] (d) in the Employment Letter (as hereinafter defined), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior to vesting, his or her rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, all rights to Awarded Units Shares not theretofore vested (including without limitation rights to distributions dividends not theretofore paid and rights to retain distributions dividends on Awarded Units Shares which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service death or (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c3) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(d4(c) hereof, a pro rata unit share of the then-unvested portion of the Awarded Units Shares (determined as follows: (A) with respect to any unvested Awarded Units Shares included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (IIb) 365, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; (B) with respect to any unvested Awarded Units Shares included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (IIb) 730, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock; and (C) with respect to any unvested Awarded Units Shares included in the Final Third Vest, the product of (x) the quotient (which shall not exceed 1.0) of (Ia) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (IIb) 1,095, multiplied by (y) such unvested portion of the Awarded UnitsShares, and rounded to the nearest common unitshare of Stock) shall vest (a) in the event of Disability or death, on the date of termination of Service or (b) in the event of retirement on or after age 65 which does not meet the condition set forth in section 4(c) hereof, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c4(b), 0.5 of a common unit share of Stock shall be rounded up to the nearest unitshare. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. (dc) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Units Shares shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. (ed) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units Shares for any reason other than as set forth in sections 4(a), (b), ) and (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Shares shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units Shares which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded UnitsShares, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Shares and any distributions dividends theretofore paid on such then-unvested Awarded UnitsShares. Forfeited distributions dividends shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions dividends accrues. . [the following applies only to Xx. Xxx] Notwithstanding any other provision of this Agreement or the Plan, if the Employment Period (fas defined in the Retention Agreement) As a condition to this Restricted Unit Awardis not then in effect, and the Grantee hereby consents to the deduction from terminates Service for Good Reason (as defined in the Grantee’s final paycheck Amended and Restated Employment Letter with the Company (such Amended and Restated Employment Letter, as amended from time to time, the “Employment Letter”) or the Company terminates the Grantee’s Service without Cause (as defined in the Employment Letter), then the Grantee shall continue to vest in the Awarded Shares on the schedule and otherwise on the terms and conditions (including without limitation satisfaction of an amount necessary the applicable Performance Targets) set forth in section 2 hereof until the date which is two years after the date on which the Grantee’s Service is terminated. Awarded Shares which are scheduled to satisfy any obligation to repay vest after the date which is two years after the date on which the Grantee’s Service is terminated in accordance herewith shall be forfeited distributions arising pursuant to this Section 4effective on the date on which the Grantee’s Service is terminated.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from through 5:00 p.m. Eastern Time on the effective date last day of the Retention Period for the Restricted Stock Units to vest. Without limiting the foregoing and for the avoidance of doubt, in the event the Grantee’s Service is terminated for Cause, all rights to Restricted Stock Units not theretofore vested under this Agreement through the relevant vesting date for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsshall be immediately forfeited. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement)Control, in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b3(b) hereof) prior to vesting, his or her the Grantee’s rights hereunder shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d3(d) hereof, all rights to Awarded Restricted Stock Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If the Grantee’s termination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such the Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”), the then-unvested portion of the Awarded Restricted Stock Units shall vest (1) in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or that the Grantee has converted to inactive employee status on account of Disability under any Disability Plan, and (2) in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets referred to in section 2 hereof as having been achieved). In the case of the Grantee’s death, the shares of Stock shall be delivered as soon as reasonably practicable, but no event later than sixty (60) days following the date of death. (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(d3(d) hereof, a pro rata unit share of the then-unvested portion of the Awarded Restricted Stock Units (determined as follows: (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Retention Period divided by (II) 365794, multiplied by (y) such the unvested portion of the Awarded Restricted Stock Units, and rounded to the nearest common unit; (B) with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total whole number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c3(c), 0.5 of a common unit Restricted Stock Unit shall be rounded up to the nearest unitwhole number. Notwithstanding the foregoing, (1) if, after termination of Service but prior to vesting of all or any portion of the Awarded Restricted Stock Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units Restricted Stock Units, and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (302) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Restricted Stock Units shall not vest if the Company’s chief executive officer, or the chief executive officer’s delegate, objectively reasonably determines that the Grantee’s retirement is detrimental to the Company. (d) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion of the Awarded Restricted Stock Units shall vest on in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) referred to in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting schedule of all or a portion of the Restricted Stock Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Restricted Stock Units. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Restricted Stock Units for any reason other than as set forth in sections 3(a), (b), (c), and otherwise (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Restricted Stock Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Retention Period, and any Restricted Stock Units which may vest shall do so in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion of the Awarded Restricted Stock Units, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Restricted Stock Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. (e) If the Grantee's Service is terminated prior to vesting of all or a portion of the Awarded Units for any reason other than as set forth in sections 4(a), (b), (c), and (d) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed days of service during the Restricted Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, ifIf, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date Performance Period for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units the Award to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior during the Performance Period, the Grantee’s right to vesting, his or her rights hereunder payment of the Award shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d4(e) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement the Award shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If In the case of (1) the Grantee’s termination of Service is due to Disability or deathDisability, or if (2) the Grantee converts Grantee’s conversion to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate Affiliate: (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage (subject to a “maximum of 200%); and [the following applies to Messrs. Xxxxxx and May only] (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage for each year in the Performance Period (subject to a maximum of 200%); provided that the Grantee’s Achieved Percentage for the year in which the Grantee’s Service terminates due to Disability or converts to inactive status under a Disability Plan”), and any subsequent years in the then-unvested portion Performance Period, shall be deemed to be 100%; and (ii) Payment of the Awarded Units Award under this section 4(b) shall vest be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. (1c) in In the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions termination of Service due to death: (including without limitation satisfaction of the applicable i) The Grantee’s right to Performance Targets) set forth in Shares under section 2 hereof, notwithstanding hereof shall be determined as the greater of (x) the Grantee's Target number of Performance Shares or (y) the Grantee's Target number of Performance Shares times the Achieved Percentage (subject to a maximum of 200%); [the following applies to Messrs. Xxxxxx and May only] provided that the Grantee’s Achieved Percentage for the year in which the Grantee’s Service shall have previously terminated or the Grantee has converted terminates due to inactive employee status on account of Disability under any Disability Plandeath, and any subsequent years in the Performance Period, shall be deemed to be 100%; and (2ii) Payment of the Award under this section 4(c) shall be made as soon as reasonably practicable thereafter (it being understood that the Committee shall determine the Achieved Percentage in good faith even though such determination will occur prior to the end of the Performance Period). (d) In the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(dSection 4(e) hereof, : (i) The Grantee’s Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yB) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares, reduced as set forth in section 4(d)(i) hereof, times the Achieved Percentage; and (iii) Payment of the Award under this section 4(d) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, the Grantee’s Award shall not be paid if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. Additionally, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the CompanyAward. (de) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee’s Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s Service right to Performance Shares under section 2 hereof shall have previously terminatedbe determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage. Payment of the Award under this section 4(e) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ef) If the Grantee's ’s Service is terminated prior to vesting of all or a portion of during the Awarded Units Performance Period for any reason other than as set forth in sections 4(a), (b), (c), (d) and (de) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(f) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date Performance Period for such Awarded Units as set forth the Award to vest. Without limiting the foregoing and for the avoidance of doubt, in (or determined in accordance with) section 2 hereof in order the event the Grantee’s Service is terminated for such Awarded Units Cause, all rights to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded UnitsAward shall be immediately forfeited. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior during the Performance Period, the Grantee’s right to vesting, his or her rights hereunder payment of the Award shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does not meet the condition set forth in section 4(d4(e) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement the Award shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If In the case of (1) the Grantee’s termination of Service is due to Disability or deathDisability, or if (2) the Grantee converts Grantee’s conversion to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate Affiliate: (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage (subject to a “Disability Plan”maximum of 200%), the then-unvested portion ; and (ii) Payment of the Awarded Units Award under this section 4(b) shall vest be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. (1c) in In the case of the Grantee’s Disability, on termination of Service due to death: (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the vesting schedule and otherwise in accordance with greater of (x) the terms and conditions Grantee's Target number of Performance Shares or (including without limitation satisfaction y) the Grantee's Target number of Performance Shares times the Achieved Percentage (subject to a maximum of 200%); and (ii) Payment of the applicable Performance TargetsAward under this section 4(c) set forth in section 2 hereof, notwithstanding shall be made as soon as reasonably practicable thereafter (it being understood that the Grantee’s Service Committee shall have previously terminated or determine the Grantee has converted Achieved Percentage in good faith even though such determination will occur prior to inactive employee status on account the end of Disability under any Disability Plan, and the Performance Period). (2d) in In the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does not meet the condition set forth in section 4(dSection 4(e) hereof, : (i) The Grantee’s Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yB) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares, reduced as set forth in section 4(d)(i) hereof, times the Achieved Percentage; and (iii) Payment of the Award under this section 4(d) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, the Grantee’s Award shall not be paid if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the Company. Additionally, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the CompanyAward. (de) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee’s Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s Service right to Performance Shares under section 2 hereof shall have previously terminatedbe determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage. Payment of the Award under this section 4(e) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ef) If the Grantee's ’s Service is terminated prior to vesting of all or a portion of during the Awarded Units Performance Period for any reason other than as set forth in sections 4(a), (b), (c), (d) and (de) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(f) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.

Termination of Service. Except as otherwise set forth herein, with respect to any Awarded Units, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date Performance Period for such Awarded Units as set forth in (or determined in accordance with) section 2 hereof in order for such Awarded Units the Award to vest and in order to retain the distributions paid prior to vesting with respect to such Awarded Unitsvest. Except as otherwise set forth (a) herein, (b) in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or (c) in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 4(b) hereof) prior during the Performance Period, the Grantee’s right to vesting, his or her rights hereunder payment of the Award shall be determined as follows: (a) If the Grantee’s termination of Service is due to resignation, discharge, or retirement prior to age 55 and does 65 not meet meeting the condition set forth in section 4(d) hereof, all rights to Awarded Units not theretofore vested (including without limitation rights to distributions not theretofore paid and rights to retain distributions on Awarded Units which have not theretofore vested, as more fully set forth in section 3(d) hereof) under this Agreement the Award shall be immediately forfeited. Forfeited distributions shall be repaid to the Company within thirty (30) days after the Grantee’s termination of Service. (b) If In the case of (1) the Grantee’s termination of Service is due to Disability or deathDisability, or if (2) the Grantee converts Grantee’s conversion to inactive employee status on account of a determination of such Grantee’s total and permanent Disability under any long-term disability plan of the Company or an Affiliate (a “Disability Plan”): (i) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage for each year in the Performance Period (subject to a maximum of 200%); provided that the Grantee’s Achieved Percentage for the year in which the Grantee’s Service terminates due to Disability or converts to inactive status under a Disability Plan, and any subsequent years in the then-unvested portion Performance Period, shall be deemed to be 100%; and (ii) Payment of the Awarded Units Award under this section 4(b) shall vest be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. (1c) in In the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions termination of Service due to death: (including without limitation satisfaction of the applicable i) The Grantee’s right to Performance Targets) set forth in Shares under section 2 hereof, notwithstanding hereof shall be determined as the greater of (x) the Grantee's Target number of Performance Shares or (y) the Grantee's Target number of Performance Shares times the Achieved Percentage (subject to a maximum of 200%); provided that the Grantee’s Achieved Percentage for the year in which the Grantee’s Service shall have previously terminated or the Grantee has converted terminates due to inactive employee status on account of Disability under any Disability Plandeath, and any subsequent years in the Performance Period, shall be deemed to be 100%; and (2ii) Payment of the Award under this section 4(c) shall be made as soon as reasonably practicable thereafter (it being understood that the Committee shall determine the Achieved Percentage in good faith even though such determination will occur prior to the end of the Performance Period). (d) In the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Targets in section 2 hereof as having been achieved). (c) If the Grantee’s termination of Service is due to retirement on or after age 55 after completing at least ten years of continuous Service with the Company and does 65 not meet meeting the condition set forth in section 4(dSection 4(e) hereof, : (i) The Grantee’s Target number of Performance Shares for the Performance Period shall be reduced to a pro rata unit of the then-unvested portion of the Awarded Units prorated number (determined as follows: equal to (A) with respect to any unvested Awarded Units included in the First Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Performance Period divided by (II) 365the total number of days in the Performance Period, multiplied by (yB) such unvested portion the Target number of the Awarded UnitsPerformance Shares granted to Grantee as set forth in section 1 hereof, and rounded to the nearest common unit; (B) Performance Share, with respect to any unvested Awarded Units included in the Second Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 730, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit; and (C) with respect to any unvested Awarded Units included in the Final Vest, the product of (x) the quotient (which shall not exceed 1.0) of (I) the total number of full days of the Grantee’s Service completed during the Restricted Period divided by (II) 1,095, multiplied by (y) such unvested portion of the Awarded Units, and rounded to the nearest common unit) shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. For purposes of this section 4(c), 0.5 of a common unit shall be Performance Share being rounded up to the nearest unitshare) of Performance Shares; and (ii) The Grantee’s right to Performance Shares under section 2 hereof shall be determined as the Grantee’s Target number of Performance Shares, reduced as set forth in section 4(d)(i) hereof, times the Achieved Percentage; and (iii) Payment of the Award under this section 4(d) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or any portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accrues. Notwithstanding the foregoing, any then-unvested Awarded Units shall not vest if the Company’s chief executive officer, or chief executive officer’s delegate, objectively determines that the Grantee’s retirement is detrimental to the CompanyAward. (de) If the Grantee’s termination of Service is due to retirement on or after age 50, and if, but only if, such retirement is evidenced by a writing which specifically acknowledges that this provision shall apply to such retirement and is executed by the Company’s chief executive officer (or, if the Grantee is an executive officer, by a member of the Committee or the chief executive officer at the direction of the Committee, other than with respect to himself), the then-unvested portion Grantee’s Target number of Performance Shares for the Awarded Units Performance Period shall vest on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Targets) be as set forth in section 2 hereof, notwithstanding that 1 hereof and the Grantee’s Service right to Performance Shares under section 2 hereof shall have previously terminatedbe determined as the Grantee’s Target number of Performance Shares times the Achieved Percentage. Payment of the Award under this section 4(e) shall be made after the end of the Performance Period at the time and in the manner specified in section 3 hereof. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (ef) If the Grantee's ’s Service is terminated prior to vesting of all or a portion of during the Awarded Units Performance Period for any reason other than as set forth in sections 4(a), (b), (c), (d) and (de) hereof, or if an ambiguity exists as to the interpretation of those sections, the Committee shall determine whether the Grantee's then-unvested Awarded Units Award shall be forfeited or whether the Grantee shall be entitled to full vesting or pro rata vesting as set forth above based upon completed full days of service Service completed during the Restricted Performance Period, and any Awarded Units which may vest shall do so on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction . Payment of the applicable Award under this section 4(f) shall be made after the end of the Performance Targets) set forth Period at the time and in the manner specified in section 2 3 hereof, notwithstanding that the Grantee’s Service shall have previously terminated. Notwithstanding the foregoing, if, after termination of Service but prior to vesting of all or a portion payment of the Awarded UnitsAward, the Grantee breaches any provision hereof, including without limitation the provisions of section 9 hereof, the Grantee shall immediately forfeit all rights to the then-unvested Awarded Units and any distributions theretofore paid on such then-unvested Awarded Units. Forfeited distributions shall be repaid to the Company within thirty (30) days after the date on which the Grantee’s obligation to repay such distributions accruesAward. (f) As a condition to this Restricted Unit Award, the Grantee hereby consents to the deduction from the Grantee’s final paycheck of an amount necessary to satisfy any obligation to repay forfeited distributions arising pursuant to this Section 4.