Common use of Transfer of Unvested Clause in Contracts

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorization, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Shares under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement).

Transfer of Unvested. Restricted Stock Units Except as authorized by the Committee in writing, unvested Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorization, the Restricted Stock Units will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock Units in the name set forth on the cover sheet. Your rights under this Restricted Stock Units grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in ControlDelivery As your Stock Units vest, the Restricted Company will issue the Shares to which the then vested Stock Units relate. The resulting aggregate number of vested Shares will become 100% be rounded to the nearest whole number, and you cannot vest in more than the number of Shares covered by this grant. The issuance of Shares shall be made within fifteen (15) days of the date on which Stock Units representing such Shares are vested. Evidence of Issuance The issuance of the Shares under the grant of Restricted Stock Units evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share Share certificates, . You will have no further rights with any unvested Restricted regard to a Stock bearing Unit once the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Share related to such Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessaryUnit has been issued. Forfeiture of Unvested Restricted Stock Units Unless the termination of your Service triggers accelerated vesting of your Restricted Stock Units, or other treatment pursuant to the terms of this Agreement, the Plan, or in an employment or any other written agreement between the Company or any Affiliate Affiliate, as applicable, and you, you will automatically forfeit to the Company all of the unvested Restricted Stock Units in the event you are no longer providing ServiceService for any reason. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted StockStock Units within a reasonable period of time, or you shall forfeit the Shares. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement).

Transfer of Unvested. Restricted Stock Except as authorized by Shares To the Committee in writingextent not yet vested, unvested Restricted Stock Shares may not be sold, assigned, transferred, pledged, hypothecated hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Shares be made subject to execution, attachment attachment, or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock you will immediately become forfeitedand automatically forfeit your Restricted Shares. Issuance and Vesting The Company will issue your Restricted Stock Shares in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Restricted Shares under the grant of Restricted Stock evidenced by this Agreement shall will be evidenced in such a manner as the CompanyCommittee, in its sole discretion, deems appropriate, including, without limitation, including book-entry, entry or direct registration (including transaction advices) or the issuance of one or more share certificates, with the understanding that any ownership of Shares is mandatorily registered in the Company’s shareholder register. Any unvested Restricted Stock bearing Shares shall bear the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock Shares vests, the recordation of the number of Restricted Stock Shares attributable to you will be appropriately modified if necessary. Forfeiture Vesting Your Restricted Shares will vest in accordance with the vesting schedule set forth on the cover sheet of Unvested this Agreement, so long as you continue in Service on each applicable vesting date set forth on the cover sheet. Notwithstanding the vesting schedule set forth on the cover sheet of this Agreement, and except as provided below in this paragraph, if, after the first anniversary of the Grant Date, the Company terminates your Service without Cause (as defined below), your Service terminates due to your death or Disability, or you terminate your Service for Good Reason (as defined below) (such termination, a “Qualified Termination”), then the Restricted Stock Unless Shares will become vested as of the date of the termination of your Service triggers accelerated vesting on a pro rata basis, determined based on the quotient obtained by dividing (i) the sum of your Restricted Stock or other treatment pursuant to the terms (A) number of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all days of the unvested Restricted Stock in the event you are no longer providing Service. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to Service completed by you from the Company Grant Date to the date of your termination of Service plus (B) the lesser of 365 days and the number of days that remain until the third anniversary of the Grant Date, by (ii) the number of days during the period commencing on the Grant Date and ending on the third anniversary of the Grant Date. Notwithstanding the foregoing, if your Qualified Termination occurs within twenty-four (24) months after a Change in Control in which the Restricted Shares are assumed by the acquirer or any Affiliate (including withholding surviving entity in the delivery Change in Control transaction, then the Restricted Shares will become fully vested as of the date of your termination of Service. If a Change in Control occurs prior to the third anniversary of the Grant Date and while you are an Employee, and the Restricted Shares are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Restricted Shares shall become fully vested Shares otherwise deliverable under this Agreement)as of the date of the Change in Control.

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorization, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Shares under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or in an employment or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement).

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Units Unvested Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock Unit will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock Units in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement Units shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through on the vesting dates set forth on the cover sheet. Change in Control Delivery Upon your termination of Service, the Company will issue the shares of Stock to which the then vested Restricted Stock Units relate. Notwithstanding the vesting schedule set forth abovepreceding sentence, upon if the consummation shares of Stock would otherwise be delivered to you during a Change period in Controlwhich you are: (i) subject to a lock-up agreement restricting your ability to sell shares of Stock in the open market or (ii) restricted from selling shares of Stock in the open market because you are not then eligible to sell under the Company’s ixxxxxx xxxxxxx or similar plan as then in effect (whether because a trading window is not open or you are otherwise restricted from trading), delivery of the shares of Stock will be delayed until the first date on which you are no longer prohibited from selling shares of Stock due to a lock-up agreement or ixxxxxx xxxxxxx or similar plan restriction, but in any event no later than the later of (i) March 15 of the calendar year following the calendar year in which the Restricted Stock will become 100% vestedUnits vested and (ii) the last day of the calendar year in which the shares of Stock otherwise would have been delivered. Evidence of Issuance The issuance of the Shares Stock under the grant of Restricted Stock Units evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share Stock certificates, . You will have no further rights with any unvested regard to a Restricted Stock bearing Unit once the appropriate restrictions imposed by this Agreement. As your interest in the share of Stock related to such Restricted Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement)Unit has been issued.

Transfer of Unvested. Restricted Stock Except as authorized by Target Shares To the Committee in writingextent not yet vested, unvested Restricted Stock the Target Shares may not be sold, assigned, transferred, pledged, hypothecated hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Target Shares be made subject to execution, attachment attachment, or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock you will immediately become forfeitedand automatically forfeit your Target Shares and your right to receive any Additional Shares (as defined below). Issuance and Vesting The Company will issue your Restricted Stock Target Shares in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Target Shares under the grant of Restricted Stock evidenced by this Agreement shall will be evidenced in such a manner as the CompanyCommittee, in its sole discretion, deems appropriate, including, without limitation, including book-entry, entry or direct registration (including transaction advices) or the issuance of one or more share certificates, with the understanding that any ownership of Shares is mandatorily registered in the Company’s shareholder register. Any unvested Restricted Stock bearing Target Shares shall bear the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock Target Shares vests, the recordation of the number of Restricted Stock Target Shares attributable to you will be appropriately modified if necessary. Forfeiture Vesting You will vest in the number of Unvested Restricted Stock Shares, if any, that become earned during the period commencing on January 1, 20__ (the “Commencement Date”) and ending on December 31, 20__ (the “Performance Period”), as determined by the Committee, in its sole discretion, based on the level of achievement of the applicable performance goals in accordance with Exhibit A attached hereto, subject to your continued Service through the Certification Date (as defined below). The number of Shares that may become vested will range from zero to one hundred fifty percent (150%) of the Target Shares, as determined by the Committee. If greater than 100% of the Target Shares become vested, then the number of additional Shares that become vested (the “Additional Shares”) will be issued to you on the date on which the Committee certifies the level of achievement of the applicable performance goals (the “Certification Date”). Any Shares that vest in accordance with this paragraph will be deemed to be vested on the Certification Date. Any Target Shares that do not vest pursuant to the terms of this paragraph or in connection with your termination of Service, as described below, will be immediately and irrevocably forfeited, including the right to receive any dividends or other distributions on such Shares, on the Certification Date or the date of your termination of Service, as applicable. Termination of Service Unless the termination of your Service triggers accelerated vesting of your Restricted Stock Shares or other treatment pursuant to the terms of this Agreement, Agreement or the Plan, or any other written agreement between the Company or any Affiliate and you, you will immediately and automatically forfeit to the Company all of the unvested Restricted Stock Target Shares, and your right to receive any Additional Shares will be immediately and automatically forfeited, in the event you are no longer providing Serviceyour Service terminates for any reason prior to the Certification Date. Withholding Taxes You agree Except as a condition of provided below in this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result paragraph, if, after the first anniversary of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grantGrant Date, the Company terminates your Service without Cause (as defined below), your Service terminates due to your death or any Affiliate shall have Disability, or you terminate your Service for Good Reason (as defined below) (such termination, a “Qualified Termination”), then you will become vested in the number of Target Shares, if any, and you will be issued the number of Additional Shares, if any, determined by the Committee following the end of the Performance Period based on the level of achievement of the applicable performance goals during the Performance Period, in each case on a pro rata basis, determined based on the quotient obtained by dividing (i) the sum of (A) number of days of Service completed by you from the Commencement Date to the date of your termination of Service plus (B) the lesser of 365 days and the number of days that remain in the Performance Period, by (ii) the number of days during the Performance Period. Notwithstanding the foregoing, if your Qualified Termination occurs during the Performance Period and within twenty-four (24) months after a Change in Control in which the Restricted Shares are assumed by the acquirer or surviving entity in the Change in Control transaction, then you will become fully vested in the number of Target Shares, if any, and you will be issued the number of Additional Shares, if any, determined by the Committee following the end of the Performance Period based on the level of achievement of the applicable performance goals during the Performance Period. If, during the Performance Period, a Change in Control occurs while you are an Employee, and the Restricted Shares are not assumed by the acquirer or surviving entity in the Change in Control transaction, then you will become fully vested in the number of Target Shares, if any, and you will be issued the number of Additional Shares, if any, determined by the Committee based on the level of achievement of the applicable performance goals measured as of the date of the Change in Control in accordance with Exhibit A attached hereto. If, following the end of the Performance Period and prior to the Certification Date, the Company terminates your Service for Cause, your rights to all of the unvested Target Shares will be immediately and automatically forfeited, including the right to require receive any dividends or other distributions on such payments from youShares, or withhold such amounts from other payments due and your right to you from the Company or receive any Affiliate (including withholding the delivery of vested Additional Shares otherwise deliverable under this Agreement)will be immediately and automatically forfeited.

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Units Unvested Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock Unit will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock Units in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement Units shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through on the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the your vesting schedule set forth above, upon the consummation of a Change in Controlschedule, the Restricted Stock Units will become 100% vestedvested upon your termination of Service due to your death or Disability if you have provided Services to the company for at least one (1) year at the time your Service terminates. Delivery Upon your termination of Service, the Company will issue the shares of Stock to which the then vested Restricted Stock Units relate. Notwithstanding the preceding sentence, if the shares of Stock would otherwise be delivered to you during a period in which you are: (i) subject to a lock-up agreement restricting your ability to sell shares of Stock in the open market or (ii) restricted from selling shares of Stock in the open market because you are not then eligible to sell under the Company’s ixxxxxx xxxxxxx or similar plan as then in effect (whether because a trading window is not open or you are otherwise restricted from trading), delivery of the shares of Stock will be delayed until the first date on which you are no longer prohibited from selling shares of Stock due to a lock-up agreement or ixxxxxx xxxxxxx or similar plan restriction, but in any event no later than the last day of the calendar year in which the shares of Stock otherwise would have been delivered. Evidence of Issuance The issuance of the Shares Stock under the grant of Restricted Stock Units evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share Stock certificates, . You will have no further rights with any unvested regard to a Restricted Stock bearing Unit once the appropriate restrictions imposed by this Agreement. As your interest in the share of Stock related to such Restricted Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement)Unit has been issued.

Transfer of Unvested. Restricted Stock Except as authorized by Shares To the Committee in writingextent not yet vested, unvested Restricted Stock Shares may not be sold, assigned, transferred, pledged, hypothecated hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Shares be made subject to execution, attachment attachment, or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock you will immediately become forfeitedand automatically forfeit your Restricted Shares. Issuance and Vesting The Company will issue your Restricted Stock Shares in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Restricted Shares under the grant of Restricted Stock evidenced by this Agreement shall will be evidenced in such a manner as the CompanyCommittee, in its sole discretion, deems appropriate, including, without limitation, including book-entry, entry or direct registration (including transaction advices) or the issuance of one or more share certificates, with the understanding that any ownership of Shares is mandatorily registered in the Company’s shareholder register. Any unvested Restricted Stock bearing Shares shall bear the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock Shares vests, the recordation of the number of Restricted Stock Shares attributable to you will be appropriately modified if necessary. Vesting Your Restricted Shares will vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement, so long as you continue in Service on each applicable vesting date set forth on the cover sheet. Notwithstanding the vesting schedule set forth on the cover sheet of this Agreement, the Restricted Shares shall become 100% vested upon your termination of Service due to your death or Disability. No additional portion of your Restricted Shares shall vest after your Service has terminated for any reason. Forfeiture of Unvested Restricted Stock Shares Unless the termination of your Service triggers accelerated vesting of your Restricted Stock Shares or other treatment pursuant to the terms of this Agreement, Agreement or the Plan, or any other written agreement between the Company or any Affiliate and you, you will immediately and automatically forfeit to the Company all of the unvested Restricted Stock Shares in the event your Service terminates for any reason. Forfeiture of Rights If you are no longer providing Service. Withholding Taxes You agree as a condition should take actions in violation or breach of, or in conflict with, any employment agreement, non- competition agreement, agreement prohibiting the solicitation of this grant that you will make acceptable arrangements to pay any withholding Employees or other taxes that may be due as a result clients of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federalAffiliate, state, local or foreign tax or withholding payment is required relating confidentiality obligation with respect to the vesting Company or receipt of Shares arising from this grantany Affiliate, material Company policy or procedure, or other agreement with, or other material obligation to, the Company or any Affiliate shall have Affiliate, the Committee has the right to require such payments from you, or withhold such amounts from other payments due cause an immediate forfeiture of your rights to you from the Company or any Affiliate (including withholding the delivery of vested Restricted Shares otherwise deliverable awarded under this Agreement)Agreement and any gain realized by you with respect to such Restricted Shares, and the Restricted Shares shall immediately and automatically expire.

Transfer of Unvested. Restricted Stock Units Except as authorized by the Committee in writing, unvested Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorization, the Restricted Stock Units will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock Units in the name set forth on the cover sheet. Your rights under this Restricted Stock Units grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon above or anything to the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Shares under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest contrary contained in the Restricted Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, Plan or any employment or other written agreement between the Company or any Affiliate Affiliate, as applicable, and you, (i) if a Change in Control that is not an Unfavorable Limited Change in Control (as that term is defined in the Amended and Restated Employment Agreement between the Company and you (the “Employment Agreement”)) occurs before July 1, 2019, the unvested Stock Units will automatically forfeit become fully vested (which shall be interpreted as meaning 150% of the “Target Award” will vest) as of the date of the Change in Control, and (ii) if a Change in Control that is not an Unfavorable Limited Change in Control (as that term is defined in the Employment Agreement)) occurs on or after July 1, 2019, and on or before December 31, 2019, performance under all performance goals will be measured up to the Company all date of the unvested Restricted Stock Change in Control in the event you are no longer providing Service. Withholding Taxes You agree manner described in Exhibit A, with any Stock Units that vest based on such performance being deemed vested as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt date of the Restricted StockChange in Control, and any Stock Units that do not vest based on such performance being forfeited as of the date of the Change in Control. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grantDelivery As your Stock Units vest, the Company or any Affiliate shall have will issue the right Shares to require such payments from you, or withhold such amounts from other payments due to you from which the Company or any Affiliate (including withholding the delivery then vested Stock Units relate. The resulting aggregate number of vested Shares otherwise deliverable under will be rounded to the nearest whole number, and you cannot vest in more than the maximum number of Shares covered by this Agreementgrant. The issuance of Shares underlying any Stock Units that vest shall be made within two and one-half months after the last day of the Performance Period (or, if for any reason the Stock Units vest before the last day of the Performance Period, within two and one-half months after the date the Stock Units vest).

Transfer of Unvested. Restricted Stock Except as authorized by Shares To the Committee in writingextent not yet vested, unvested Restricted Stock Shares may not be sold, assigned, transferred, pledged, hypothecated hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Shares be made subject to execution, attachment attachment, or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock you will immediately become forfeitedand automatically forfeit your Restricted Shares. Issuance and Vesting The Company will issue your Restricted Stock Shares in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Restricted Shares under the grant of Restricted Stock evidenced by this Agreement shall will be evidenced in such a manner as the CompanyCommittee, in its sole discretion, deems appropriate, including, without limitation, including book-entry, entry or direct registration (including transaction advices) or the issuance of one or more share certificates, with the understanding that any ownership of Shares is mandatorily registered in the Company’s shareholder register. Any unvested Restricted Stock bearing Shares shall bear the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock Shares vests, the recordation of the number of Restricted Stock Shares attributable to you will be appropriately modified if necessary. Vesting Your Restricted Shares will vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement, so long as you continue in Service on the vesting date set forth on the cover sheet. Notwithstanding the vesting schedule set forth on the cover sheet of this Agreement, the Restricted Shares shall become 100% vested upon (i) your termination of Service due to your death or Disability or (ii) the occurrence of a Change in Control. No additional portion of your Restricted Shares shall vest after your Service has terminated for any reason. Forfeiture of Unvested Restricted Stock Shares Unless the termination of your Service triggers accelerated vesting of your Restricted Stock Shares or other treatment pursuant to the terms of this Agreement, Agreement or the Plan, or any other written agreement between the Company or any Affiliate and you, you will immediately and automatically forfeit to the Company all of the unvested Restricted Stock Shares in the event your Service terminates for any reason. Forfeiture of Rights If you are no longer providing Service. Withholding Taxes You agree as a condition should take actions in violation or breach of, or in conflict with, any employment agreement, non-competition agreement, agreement prohibiting the solicitation of this grant that you will make acceptable arrangements to pay any withholding Employees or other taxes that may be due as a result clients of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federalAffiliate, state, local or foreign tax or withholding payment is required relating confidentiality obligation with respect to the vesting Company or receipt of Shares arising from this grantany Affiliate, material Company policy or procedure, or other agreement with, or other material obligation to, the Company or any Affiliate shall have Affiliate, the Committee has the right to require such payments from you, or withhold such amounts from other payments due cause an immediate forfeiture of your rights to you from the Company or any Affiliate (including withholding the delivery of vested Restricted Shares otherwise deliverable awarded under this Agreement)Agreement and any gain realized by you with respect to such Restricted Shares, and the Restricted Shares shall immediately and automatically expire.

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights right to the Stock under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through on the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Shares Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you are no longer providing Service. Withholding Taxes You agree as a condition should take actions in violation or breach of this grant that you will make acceptable arrangements to pay or in conflict with any withholding non-competition agreement, any agreement prohibiting solicitation of employees or other taxes that may be due as a result clients of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that thereof or any federal, state, local or foreign tax or withholding payment is required relating confidentiality obligation with respect to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, thereof or withhold such amounts from other payments due to you from otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock and the Restricted Stock shall immediately expire. In addition, if you have vested in Shares of Restricted Stock during the two year period prior to your actions, you will owe the Company a cash payment (including withholding or forfeiture of shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the delivery Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of vested Shares otherwise deliverable under owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any other shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement), your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.

Transfer of Unvested. Restricted Stock Except as authorized by Target Shares To the Committee in writingextent not yet vested, unvested Restricted Stock the Target Shares may not be sold, assigned, transferred, pledged, hypothecated hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Target Shares be made subject to execution, attachment attachment, or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock you will immediately become forfeitedand automatically forfeit your Target Shares and your right to receive any Additional Shares (as defined below). Issuance and Vesting The Company will issue your Restricted Stock Target Shares in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Target Shares under the grant of Restricted Stock evidenced by this Agreement shall will be evidenced in such a manner as the CompanyCommittee, in its sole discretion, deems appropriate, including, without limitation, including book-entry, entry or direct registration (including transaction advices) or the issuance of one or more share certificates, with the understanding that any ownership of Shares is mandatorily registered in the Company’s shareholder register. Any unvested Restricted Stock bearing Target Shares shall bear the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock Target Shares vests, the recordation of the number of Restricted Stock Target Shares attributable to you will be appropriately modified if necessary. Forfeiture Vesting You will vest in the number of Unvested Restricted Shares, if any, that become earned during the period commencing on January 1, 2024 (the “Commencement Date”) and ending on December 31, 2026 (the “Performance Period”), as determined by the Committee, in its sole discretion, based on the level of achievement of the applicable performance goals in accordance with Exhibit A attached hereto, subject to your continued Service through the Certification Date (as defined below). The number of Relative TSR Shares (as defined in Exhibit A) that may become vested will range from zero to two hundred percent (200%) of the Relative TSR Shares, and the number of CAGR Stock Unless Price Growth Shares (as defined in Exhibit A) that may become vested will range from zero to one hundred percent (100%), in each case as determined by the termination Committee. If greater than 100% of your Service triggers accelerated vesting the Relative TSR Shares become vested, then the number of your Restricted Stock or other treatment additional Shares that become vested (the “Additional Shares”) will be issued to you on the date on which the Committee certifies the level of achievement of the applicable performance goals (the “Certification Date”). Any Shares that vest in accordance with this paragraph will be deemed to be vested on the Certification Date. Any Target Shares that do not vest pursuant to the terms of this Agreementparagraph or in connection with your termination of Service or a Change in Control, the Planas described below, or any other written agreement between the Company or any Affiliate will be immediately and youirrevocably forfeited, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have including the right to require receive any dividends or other distributions on such payments from youShares, on the Certification Date, the date of your termination of Service or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding date of the delivery of vested Shares otherwise deliverable under this Agreement)Change in Control, as applicable.

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights right to the Stock under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through on the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Shares Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event you are no longer providing Service. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay your Service terminates for any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement)reason.

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet, provided, however, that upon the termination of your Service due to your death or Disability the Restricted Stock will become 100% vested. For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active Service. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree Change in Control Notwithstanding The Restricted Stock shall be subject to Section 18 of the vesting schedule set forth abovePlan in the event of a Change in Control, upon provided, however, that if the consummation of Restricted Stock is assumed or continued in connection with a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance vested upon your Involuntary Termination within the 12-month period following the consummation of the Shares under the grant of Restricted Stock evidenced by this Agreement shall be evidenced Change in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement)Control.

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Units Unvested Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock Unit will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock Units in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement Units shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through on the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the your vesting schedule set forth above, upon the consummation of a Change in Controlschedule, the Restricted Stock Units will become 100% vestedvested upon your termination of Service due to your death or Disability if you have provided Services to the company for at least one (1) year at the time your Service terminates. Delivery As your Restricted Stock Units vest, the Company will issue the shares of Stock to which the then vested Restricted Stock Units relate. Notwithstanding the preceding sentence, if the shares of Stock would otherwise be delivered to you during a period in which you are: (i) subject to a lock-up agreement restricting your ability to sell shares of Stock in the open market or (ii) restricted from selling shares of Stock in the open market because you are not then eligible to sell under the Company’s ixxxxxx xxxxxxx or similar plan as then in effect (whether because a trading window is not open or you are otherwise restricted from trading), delivery of the shares of Stock will be delayed until the first date on which you are no longer prohibited from selling shares of Stock due to a lock-up agreement or ixxxxxx xxxxxxx or similar plan restriction, but in any event no later than March 15 of the calendar year following the calendar year in which the shares of Stock otherwise would have been delivered. Evidence of Issuance The issuance of the Shares Stock under the grant of Restricted Stock Units evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share Stock certificates, . You will have no further rights with any unvested regard to a Restricted Stock bearing Unit once the appropriate restrictions imposed by this Agreement. As your interest in the share of Stock related to such Restricted Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement)Unit has been issued.

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Restricted Unvested Stock may not be sold, assigned, transferred, pledged, hypothecated pledged or otherwise encumbered, whether by operation of law or otherwiseexcepting the sale, nor may assignment and transfer to the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorization, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on Assignment Separate from Certificate in the cover sheet so long form attached hereto as Exhibit A. Retention Rights This Agreement does not give you continue the right to be retained by the Company (or any Affiliate) in any capacity. Unless otherwise specified in an employment or other agreement between the Company (or any Affiliate) and you, the Company (and any Affiliate) reserve the right to terminate your Service through at any time and for any reason. Stockholder Rights No adjustments are made for dividends or other rights if the vesting dates set forth on applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the cover sheetPlan. Change in Control Notwithstanding Adjustments In the vesting schedule set forth above, upon the consummation event of a Change in Controlsplit, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Shares under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration distribution or issuance of one or more share certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest a similar change in the Restricted Stock vestsStock, the recordation of the number of Restricted shares of Stock attributable covered by this grant may be adjusted (and rounded down to you will the nearest whole number) pursuant to the Plan. Your grant shall be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Legends If and to the extent that the shares of Stock are represented by certificates rather than book entry, all certificates representing the Stock issued under this grant shall, where applicable, have endorsed thereon the following legends: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements, commitments or negotiations concerning this grant are superseded. By signing the cover sheet of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit agree to the Company all of the unvested Restricted Stock terms and conditions described above and in the event you are no longer providing ServicePlan. Withholding Taxes You agree as EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, hereby sells, assigns and transfers unto CapitalSource Inc., a condition Delaware corporation (the “Company”), (___) shares of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result Stock of the vesting or receipt Company represented by Certificate No. ___herewith and does hereby irrevocably constitute and appoint to transfer the said shares on the books of the Restricted StockCompany with full power of substitution in the premises. In the event that the Company or any Affiliate determines that any federalDated: , state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate ___ (including withholding the delivery of vested Shares otherwise deliverable under this AgreementPlease Print Name).

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights right to the Stock under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through on the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Shares Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you are no longer providing Service. Withholding Taxes You agree as a condition should take actions in violation or breach of this grant that you will make acceptable arrangements to pay or in conflict with any withholding non-competition agreement, any agreement prohibiting solicitation of employees or other taxes that may be due as a result clients of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that thereof or any federal, state, local or foreign tax or withholding payment is required relating confidentiality obligation with respect to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have thereof, the Company has the right to require such payments cause an immediate forfeiture of your rights to the Restricted Stock awarded under this Agreement, and the Restricted Stock shall immediately expire. In addition, if you have vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from youthe Company, or withhold such amounts the amount will be the proceeds received from other payments due to the sale(s), and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Shares or any Affiliate (including withholding other shares or making a cash payment or a combination of these methods as determined by the delivery Company in its sole discretion). Leaves of vested Shares otherwise deliverable under Absence For purposes of this Agreement), your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorization, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Shares under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement).

Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorizationthings, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights right to the Stock under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through on the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the your vesting schedule set forth above, upon the consummation of a Change in Controlschedule, the Restricted Stock will become 100% vestedvested upon your termination of Service due to your death or Disability if you have provided Services to the company for at least one (1) year at the time your Service terminates. Evidence of Issuance The issuance of the Shares Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you are no longer providing Service. Withholding Taxes You agree as a condition should take actions in violation or breach of this grant that you will make acceptable arrangements to pay or in conflict with any withholding non-competition agreement, any agreement prohibiting solicitation of employees or other taxes that may be due as a result clients of the vesting or receipt of the Restricted Stock. In the event that the Company or any Affiliate determines that thereof or any federal, state, local or foreign tax or withholding payment is required relating confidentiality obligation with respect to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, thereof or withhold such amounts from other payments due to you from otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock and the Restricted Stock shall immediately expire. In addition, if you have vested in Shares of Restricted Stock during the two year period prior to your actions, you will owe the Company a cash payment (including withholding or forfeiture of shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the delivery Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of vested Shares otherwise deliverable under owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any other shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement), your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.