Common use of Vesting and Conversion Clause in Contracts

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this Agreement, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this AgreementAward, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this AgreementAward, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “"Unvested RSUs.” " The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement Award as “"Shares.” " As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s 's transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer Participant ceases to be a Director for any reason or no reason (other than due to death or death, Disability or otherwise as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason Participant dies while a Director of the Participant’s deathCompany, all Unvested RSUs shall vest in full as of the date of the Participant’s 's death. (d) In the event the Participant’s employment with the Company or the Employer terminates Participant ceases to be a Director by reason of a Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination Participant cease to be a Director shall vest in full as of the date of the terminationsuch date. For the purpose of this AgreementAward, “"Disability” " means (i) the Participant’s 's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in Section 1. 1 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of Performance RSUs, and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant. Notwithstanding ’s heirs, in the case of Section 2(c).Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or the Participant becoming Disabled, as otherwise provided defined in the Plan or belowSection 2(d)), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled canceled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathdeath prior to the end of the Performance Period, all the Unvested Performance RSUs shall vest in full immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the date Vesting Date. In the event of the Participant’s deathdeath after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. (d) In the event the Participant’s Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled with respect to the Initial Grant Number of Shares underlying the Performance RSUs, regardless of whether the Participant terminates employment prior to the Vesting Date. In the event the Participant becomes Disabled after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix regardless of whether the Participant continues employment through the Vesting Date. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer terminates by reason of Disability (as defined belowin Section 2(e), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in this Section 1. 2 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) 2 and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUsPerformance RSUs (and in any event within sixty (60) days of the vesting date or event, as applicable), and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathdeath prior to the end of the Performance Period, all the Unvested Performance RSUs shall vest in full as immediately upon death based on the following attainment levels for each of the date Performance Measurement Periods: (i) if the death occurs following the last day of a Performance Measurement Period, an attainment level based on the actual attainment level determined by the Compensation Committee of the Board for each of the Performance Measurement Periods ending prior to the Participant’s death; and (ii) if the termination occurs prior to the last day of a Performance Measurement Period, an attainment level equal to 100% for each of the Performance Measurement Periods that end subsequent to the Participant’s death. In the event of the Participant’s deathdeath after the end of the Performance Period but prior to the Vesting Date, the Unvested Performance RSUs shall vest, on the date that the attainment level is determined, with respect to the number of Shares underlying the Performance RSUs that become eligible to vest based on the attainment level determined by the Compensation Committee of the Board. (d) In the event the Participant’s Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled (regardless of whether the Participant terminates employment prior to the Vesting Date) based on the following attainment levels for each of the Performance Periods: (i) if the Participant is determined to be Disabled following the last day of a Performance Measurement Period, an attainment level based on the actual attainment level determined by the Compensation Committee of the Board for each of the Performance Measurement Periods ending prior to the date that the Participant is determined to be Disabled; and (ii) if the Participant is determined to be Disabled prior to the last day of a Performance Measurement Period, an attainment level equal to 100% for each of the Performance Measurement Periods that end subsequent to the date that the Participants is determined to be Disabled. In the event the Participant is determined to be Disabled after the end of the Performance Period but prior to the Vesting Date, the Unvested Performance RSUs shall vest, on the date that the attainment level is determined, with respect to the number of Shares underlying the Performance RSUs that become eligible to vest based on the attainment level determined by the Compensation Committee of the Board. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (iparagraph e) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this Agreement, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s becomes Disabled, regardless of whether the Participant’s terminates employment with the Company or the Employer terminates by reason of Disability (as defined below)Employer, the all Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date the Participant is determined to be Disabled. “Disabled” with respect to the Participant means, when and if, as a result of the termination. For the purpose of this Agreementdisease, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service or occupation with the Company or the Employer (as defined in paragraph e) which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this Agreement, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In The RSUs shall continue to vest in accordance with Section 1 above as long as Participant is either an employee of the event Company or member of the Board of Directors of the Company (the “Board”). If, following the termination of Participant’s employment with the Company Company, the Participant and the Board mutually agree that Participant shall cease to serve as a member of the Board prior to the conclusion of his elected term or the Employer Board does not nominate Participant for re-election to the Board, all Unvested RSUs shall vest in full as of Participant’s cessation of service as a member of the Board. (c) If (i) the Participant voluntarily terminates his employment with the Company prior to the appointment of a successor Chief Executive Officer of the Company or, after such appointment, Participant elects to resign as a member of the Board (other than by mutual agreement as set forth in Section 2(b) above) or elects not to stand for re-election as a member of the Board despite the Board’s request that he do so, or (ii) the Participant’s employment is terminated by the Company for “Cause” (as defined in Section 2(ethe Amended and Restated Employment Agreement between Participant and the Company dated January 14, 2010 (the “Employment Agreement”)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date such termination of termination employment or service shall terminate and be cancelled immediately and automatically automatically, and the Participant shall have no further rights with respect to such Unvested RSUs. (cd) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathdeath or Disability (as defined in the Employment Agreement), all Unvested RSUs shall vest in full as of the date of the Participant’s deathsuch termination. (de) In Upon the event the Participant’s employment with the Company or the Employer terminates by reason earlier of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (i) the consummation of Change in Control Event (as defined in the Plan), or (ii) any termination of Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined employment by the Company without Cause or by Participant for Good Reason (as defined in the Employment Agreement), other than upon or in connection with the appointment of a successor Chief Executive Officer of the Company, all Unvested RSUs shall vest in full.

Vesting and Conversion. (a) Subject to the terms of the Plan and this AgreementAward, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this AgreementAward, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement Award as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer Participant ceases to be a Director for any reason or no reason (other than due to death or death, Disability or otherwise as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathParticipant dies while a Director, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates Participant ceases to be a Director by reason of Disability (as defined below)a Disability, the Unvested RSUs as of the date of the Participant’s termination Participant ceases to be a Director shall vest in full as of the date of the terminationsuch date. For the purpose of this Agreement, “Disability” means (i) with respect to the Participant’s inability to engage in any substantial gainful activity by reason Participant occurs, when and if, as a result of any medically determinable physical disease, injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service with the Company, which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this Agreement, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s becomes Disabled, regardless of whether the Participant’s terminates employment with the Company or the Employer terminates by reason of Disability (as defined below)Employer, the all Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date the Participant is determined to be Disabled. “Disabled” with respect to the Participant means, when and if, as a result of the termination. For the purpose of this Agreementdisease, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service or occupation with the Company or the Employer (as defined in paragraph e) which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.. VERSION 10/15

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in this Section 1. 2 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) 2 and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUsPerformance RSUs (and in any event within sixty (60) days of the Vesting Date or event, as applicable, or during such longer period following the Participant’s death as permitted under Section 409A of the Code), and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated prior to the Vesting Date either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathdeath prior to the end of the Performance Period, all the Unvested Performance RSUs shall vest in full as immediately upon death based on the following attainment levels of the date Performance Parameters (as defined in Appendix A) for the Performance Period: (i) if the death occurs following the last day of the Participant’s deathPerformance Period but prior to the Vesting Date, the actual attainment level determined by the Compensation Committee of the Board; and (ii) if the termination occurs prior to the last day of the Performance Period, an attainment level equal to 100% for the Performance Period. (d) In the event the Participant’s Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled (regardless of whether the Participant terminates employment prior to the Vesting Date) based on the following attainment levels of the Performance Parameters for the Performance Period: (i) if the Participant is determined to be Disabled following the last day of the Performance Period but prior to the Vesting Date, the actual attainment level determined by the Compensation Committee of the Board; and (ii) if the Participant is determined to be Disabled prior to the last day of the Performance Period, an attainment level equal to 100% for the Performance Period. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer terminates by reason of Disability (as defined belowin paragraph (e), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest and be settled in accordance with the schedule vesting conditions set forth in this Section 1. 2 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) 2 and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUsPerformance RSUs (and in any event within sixty (60) days of the vesting date or event, as applicable), and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(d). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e2(f)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or in Section 2(c) below), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) In the event of the Participant’s employment with the Company or the Employer is involuntarily terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below)without Cause, the Unvested Performance RSUs as of shall continue to vest and be settled on the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (iVesting Date(s) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.shown

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in Section 1. 1 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of Performance RSUs, and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) As set forth in Appendix A, in the event of the Participant’s death prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the Vesting Date. In the event of the Participant’s death after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. (d) As set forth in Appendix A, in the event the Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled with respect to the Initial Grant Number of Shares underlying the Performance RSUs, regardless of whether the Participant terminates employment prior to the Vesting Date. In the event the Participant’s Participant becomes Disabled after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A regardless of whether the Participant continues employment through the Vesting Date. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (iparagraph e) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this AgreementAward, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this AgreementAward, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement Award as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s 's transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer Participant ceases to be a Director for any reason or no reason (other than due to death or death, Disability or otherwise as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason Participant dies while a Director of the Participant’s deathCompany, all Unvested RSUs shall vest in full as of the date of the Participant’s 's death. (d) In the event the Participant’s employment with the Company or the Employer terminates Participant ceases to be a Director by reason of Disability a disability (as defined belowdetermined by the Company), the Unvested RSUs as of the date of the Participant’s termination Participant cease to be a Director shall vest in full as of such date. (e) If the Participant becomes an employee of the Company and, in connection with such employment, ceases to serve as a Director of the Company, Unvested RSUs shall vest in accordance with the terms hereof until the date that the Participant's employment with the Company is terminated. (f) Notwithstanding anything in the Plan or herein, all Unvested RSUs shall vest in full as of a Change in Control Event (as defined in the Plan). (g) For purposes of this Award, employment with the Company shall include being an employee, consultant or advisor with any direct or indirect parent or subsidiary of the termination. For Company, or any successor to the purpose Company or any such parent or subsidiary of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this Agreement, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs.. VERSION 11/17 (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s Participant becomes Disabled, regardless of whether the Participant terminates employment with the Company or the Employer terminates by reason of Disability (as defined below)Employer, the all Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date the Participant is determined to be Disabled. “Disabled” with respect to the Participant means, when and if, as a result of the termination. For the purpose of this Agreementdisease, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service or occupation with the Company or the Employer (as defined in paragraph (e)) which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in Section 1. 1 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of Performance RSUs, and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) As set forth in Appendix A, in the event of the Participant’s death prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the Vesting Date. In the event of the Participant’s death after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. VERSION 10/15 (d) As set forth in Appendix A, in the event the Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled with respect to the Initial Grant Number of Shares underlying the Performance RSUs, regardless of whether the Participant terminates employment prior to the Vesting Date. In the event the Participant’s Participant becomes Disabled after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix regardless of whether the Participant continues employment through the Vesting Date. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (iparagraph e) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this AgreementAward, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this AgreementAward, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement Award as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer Participant ceases to be a Director for any reason or no reason (other than due to death or death, Disability or otherwise as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs.. VERSION 10/17 (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason Participant dies while a Director of the Participant’s deathCompany, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates Participant ceases to be a Director by reason of Disability (as defined below)a Disability, the Unvested RSUs as of the date of the Participant’s termination Participant ceases to be a Director shall vest in full as of the date of the terminationsuch date. For the purpose of this Agreement, “Disability” means (i) with respect to the Participant’s inability to engage in any substantial gainful activity by reason Participant occurs, when and if, as a result of any medically determinable physical disease, injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service with the Company, which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in this Section 1. 2 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) 2 and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUsPerformance RSUs (and in any event within sixty (60) days of the vesting date or event, as applicable), and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathdeath prior to the end of the Performance Period, all the Unvested Performance RSUs shall vest in full immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the date Vesting Date. In the event of the Participant’s deathdeath after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. (d) In the event the Participant’s Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled with respect to the Initial Grant Number of Shares underlying the Performance RSUs, regardless of whether the Participant terminates employment prior to the Vesting Date. In the event the Participant becomes Disabled after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A regardless of whether the Participant continues employment through the Vesting Date. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer terminates by reason of Disability (as defined belowin paragraph (e), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this Agreement, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s Participant becomes Disabled, regardless of whether the Participant terminates employment with the Company or the Employer terminates by reason of Disability (as defined below)Employer, the all Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date the Participant is determined to be Disabled. “Disabled” with respect to the Participant means, when and if, as a result of the termination. For the purpose of this Agreementdisease, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service or occupation with the Company or the Employer (as defined in paragraph e) which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in Section 1. 1 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of Performance RSUs, and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) As set forth in Appendix A, in the event of the Participant’s death prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the Vesting Date. In the event of the Participant’s death after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. VERSION 2/15 (d) As set forth in Appendix A, in the event the Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled with respect to the Initial Grant Number of Shares underlying the Performance RSUs, regardless of whether the Participant terminates employment prior to the Vesting Date. In the event the Participant’s Participant becomes Disabled after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix regardless of whether the Participant continues employment through the Vesting Date. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (iparagraph e) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in this Section 1. 2 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) 2 and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUsPerformance RSUs (and in any event within sixty (60) days of the vesting date or event, as applicable), and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such VERSION 1/19 case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathdeath prior to the end of the Performance Period, all the Unvested Performance RSUs shall vest in full as immediately upon death based on the following attainment levels for each of the date Performance Measurement Periods: (i) if the death occurs following the last day of a Performance Measurement Period, an attainment level based on the actual attainment level determined by the Compensation Committee of the Board for each of the Performance Measurement Periods ending prior to the Participant’s death; and (ii) if the termination occurs prior to the last day of a Performance Measurement Period, an attainment level equal to 100% for each of the Performance Measurement Periods that end subsequent to the Participant’s death. In the event of the Participant’s deathdeath after the end of the Performance Period but prior to the Vesting Date, the Unvested Performance RSUs shall vest, on the date that the attainment level is determined, with respect to the number of Shares underlying the Performance RSUs that become eligible to vest based on the attainment level determined by the Compensation Committee of the Board. (d) In the event the Participant’s Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled (regardless of whether the Participant terminates employment prior to the Vesting Date) based on the following attainment levels for each of the Performance Periods: (i) if the Participant is determined to be Disabled following the last day of a Performance Measurement Period, an attainment level based on the actual attainment level determined by the Compensation Committee of the Board for each of the Performance Measurement Periods ending prior to the date that the Participant is determined to be Disabled; and (ii) if the Participant is determined to be Disabled prior to the last day of a Performance Measurement Period, an attainment level equal to 100% for each of the Performance Measurement Periods that end subsequent to the date that the Participants is determined to be Disabled. In the event the Participant is determined to be Disabled after the end of the Performance Period but prior to the Vesting Date, the Unvested Performance RSUs shall vest, on the date that the attainment level is determined, with respect to the number of Shares underlying the Performance RSUs that become eligible to vest based on the attainment level determined by the Compensation Committee of the Board. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (iparagraph e) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this Agreement, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s becomes Disabled, regardless of whether the Participant’s terminates employment with the Company or the Employer terminates by reason of Disability (as defined below)Employer, the all Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date the Participant is determined to be Disabled. “Disabled” with respect to the Participant means, when and if, as a result of the termination. For the purpose of this Agreementdisease, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service or occupation with the Company or the Employer (as defined in paragraph e) which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.. VERSION 2/15

Vesting and Conversion. (a) Subject to the terms conditions set forth in Section 3(b) (if applicable), as soon reasonably practical following a Vesting Date (but no later than the last day of the Plan and this Agreementcalendar year in which the Vesting Date occurs), the RSUs which vest on such Vesting Date shall be converted to Shares and promptly delivered to the Grantee (or, in the event of death, the Grantee’s beneficiary or estate) in either certificate or book entry form. The Grantee shall have no rights as a stockholder with respect to any Shares subject to the RSUs until the date of delivery of such Shares in accordance with the preceding sentence. (b) Notwithstanding anything in this Agreement to the contrary, and only to the extent permitted by applicable law (including, without limitation, Section 409A of the Code), if as of a particular Vesting Date (or the vesting date of any other outstanding awards granted to the Grantee under the Plan (“Other Awards”)), the Grantee is the subject of an investigation by the Company or governmental entity or regulator relating to conduct of the Grantee that could, in the Company’s reasonable opinion, constitute Cause, the Company shall in its discretion have the right to determine that the shares of Stock subject to the RSUs or Other Awards that would otherwise vest on such vesting date (such shares, the “Holdback Shares”) shall not vest, subject to resolution of the investigation and the exhaustion of all appeal rights (of either the Grantee or the Company) related thereto (the “Resolution”). Upon Resolution, all Holdback Shares shall vest in accordance with the schedule set forth in Section 1terms and conditions of the applicable award agreement, provided, that, if upon Resolution, the Company determines that the conduct giving rise to the investigation constituted Cause, the Holdback Shares shall not vest and shall be forfeited for no consideration. For purposes The determination of this Agreement, RSUs that have not vested as of any particular time whether conduct constitutes Cause and whether the Holdback Shares vest or are forfeited in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares the preceding sentence shall be made regardless of Common Stock that are issuable upon the vesting and conversion whether there has been a Termination of the RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence Employment (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due reason) prior to death or Disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUsResolution. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this AgreementAward, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this AgreementAward, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement Award as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal VERSION 2/15 requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer Participant ceases to be a Director for any reason or no reason (other than due to death or death, Disability or otherwise as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason Participant dies while a Director of the Participant’s deathCompany, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates Participant ceases to be a Director by reason of Disability (as defined below)a Disability, the Unvested RSUs as of the date of the Participant’s termination Participant cease to be a Director shall vest in full as of the date of the terminationsuch date. For the purpose of this Agreement, “Disability” means (i) with respect to the Participant’s inability to engage in any substantial gainful activity by reason Participant occurs, when and if, as a result of any medically determinable physical disease, injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service with the Company, which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest and be settled in accordance with the schedule vesting conditions set forth in this Section 1. 2 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) 2 and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUsPerformance RSUs (and in any event within sixty (60) days of the vesting date or event, as applicable), and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathdeath prior to the end of the Performance Period, all the Unvested Performance RSUs shall vest in full immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the date Vesting Date. In the event of the Participant’s deathdeath after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. (d) In the event the Participant’s employment with Participant becomes Disabled prior to the Company or end of the Employer terminates by reason of Disability (as defined below)Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled with respect to the Initial Grant Number of Shares underlying the Performance RSUs, regardless of whether the Participant terminates employment prior to the Vesting Date. In the event the Participant becomes Disabled after the end of the Participant’s termination Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in full as accordance with Appendix A regardless of whether the Participant continues employment through the Vesting Date. “Disabled” with respect to the Participant shall have the meaning set forth in Section 409(a)(2)(C) of the date of the termination. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the CompanyCode.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest and be settled in accordance with the schedule vesting conditions set forth in this Section 1. 2 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, any Performance RSUs that have not vested as of any particular time in accordance with this Section 2(a) 2 and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUsPerformance RSUs (and in any event within sixty (60) days of the Attainment Date or other vesting event, as applicable), and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(d). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e2(f)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or in Section 2(c) below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs.RSUs.1 (c) In the event the Participant’s employment with the Company or the Employer is involuntarily terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below)without Cause, the Unvested Performance RSUs as shall continue to vest in accordance with the performance-based vesting conditions set forth in Appendix A notwithstanding such termination of the date of employment, subject to the Participant’s termination shall vest execution of a separation agreement including a release of claims in full as of a form satisfactory to the date of the terminationCompany. For the purpose purposes of this AgreementSection 2(c), “DisabilityCause” means (i) shall have the Participant’s inability to engage meaning set forth in any substantial gainful activity by reason severance or change of any medically determinable physical or mental impairment that can be expected to result control agreement then in death or can be expected to last for a continuous period of not less than 12 months, as determined by place between the Participant and the Company, or if no such agreement exists, “Cause” shall be as defined in the Plan.

Vesting and Conversion. (a) Subject to the terms of the Plan and this AgreementAward, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this AgreementAward, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement Award as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal VERSION 10/15 requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer Participant ceases to be a Director for any reason or no reason (other than due to death or death, Disability or otherwise as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason Participant dies while a Director of the Participant’s deathCompany, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates Participant ceases to be a Director by reason of Disability (as defined below)a Disability, the Unvested RSUs as of the date of the Participant’s termination Participant cease to be a Director shall vest in full as of the date of the terminationsuch date. For the purpose of this Agreement, “Disability” means (i) with respect to the Participant’s inability to engage in any substantial gainful activity by reason Participant occurs, when and if, as a result of any medically determinable physical disease, injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service with the Company, which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in this Section 1. 2 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) 2 and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUsPerformance RSUs (and in any event within sixty (60) days of the vesting date or event, as applicable), and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathdeath prior to the end of the Performance Period, all the Unvested Performance RSUs shall vest in full immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the date Vesting Date. In the event of the Participant’s deathdeath after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. (d) In the event the Participant’s Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled with respect to the Initial Grant Number of Shares underlying the Performance RSUs, regardless of whether the Participant terminates employment prior to the Vesting Date. In the event the Participant becomes Disabled after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A regardless of whether the Participant continues employment through the Vesting Date. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (iparagraph e) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this AgreementAward, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this AgreementAward, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement Award as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. In no event shall the delivery of the Shares occur later than ten (10) business days after the vesting and conversion of RSUs. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event Upon any termination of the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined termination by the Company.Company without Cause pursuant to Section 4.2 of the Employment Agreement or

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in Section 1. 1 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of Performance RSUs, and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) As set forth in Appendix A, in the event of the Participant’s death prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the Vesting Date. In the event of the Participant’s death after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. (d) As set forth in Appendix A, in the event the Participant’s employment with the Company or the Employer is terminated by reason of his or her Disability (as defined below) prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately upon termination with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant terminated employment prior to the Vesting Date. In the event the Participant’s employment with the Company or the Employer is terminated by reason of his or her Disability after the Participant’s deathend of the Performance Period, all the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in full as of accordance with Appendix had the date of Participant continued employment through the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the terminationVesting Date. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this AgreementAward, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this AgreementAward, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement Award as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed.. VERSION 10/16 (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer Participant ceases to be a Director for any reason or no reason (other than due to death or death, Disability or otherwise as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs. (c) In the event the Participant’s employment with the Company or the Employer is terminated by reason Participant dies while a Director of the Participant’s deathCompany, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates Participant ceases to be a Director by reason of Disability (as defined below)a Disability, the Unvested RSUs as of the date of the Participant’s termination Participant ceases to be a Director shall vest in full as of the date of the terminationsuch date. For the purpose of this Agreement, “Disability” means (i) with respect to the Participant’s inability to engage in any substantial gainful activity by reason Participant occurs, when and if, as a result of any medically determinable physical disease, injury or mental impairment that can be expected to result disorder, the Participant is incapable of engaging in death regular service with the Company, which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in Section 1. 1 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of Performance RSUs, and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs.. VERSION 11/17 (c) As set forth in Appendix A, in the event of the Participant’s death prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the Vesting Date. In the event of the Participant’s death after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. (d) As set forth in Appendix A, in the event the Participant becomes Disabled prior to the end of the Performance Period, the Unvested Performance RSUs shall vest immediately as of the date the Participant is determined to be Disabled with respect to the Initial Grant Number of Shares underlying the Performance RSUs, regardless of whether the Participant terminates employment prior to the Vesting Date. In the event the Participant’s Participant becomes Disabled after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A regardless of whether the Participant continues employment through the Vesting Date. “Disabled” with respect to the Participant means, when and if, as a result of disease, injury or mental disorder, the Participant is incapable of engaging in regular service or occupation with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death. (d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (iparagraph e) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.

Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the Performance RSUs shall vest in accordance with the schedule vesting conditions set forth in Section 1. 1 and the performance-based vesting conditions set forth in Appendix A. For purposes of this Agreement, Performance RSUs that have not vested as of any particular time the Vesting Date in accordance with this Section 2(a) and Appendix A are referred to as “Unvested Performance RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the Performance RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of Performance RSUs, and subject to the terms and conditions set forth hereinin the Agreement, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant or the Participant’s heirs, in the case of Section 2(c). Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any Performance RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed. (b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or belowDisability), then in each such case, all of the Unvested Performance RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested Performance RSUs. (c) In As set forth in Appendix A, in the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s deathdeath prior to the end of the Performance Period, all the Unvested Performance RSUs shall vest in full immediately upon death with respect to the Initial Grant Number of Shares underlying the Performance RSUs, notwithstanding that the Participant was not employed as of the date Vesting Date. In the event of the Participant’s deathdeath after the end of the Performance Period, the Unvested Performance RSUs shall vest with respect to the number of Shares underlying the Performance RSUs that would have vested in accordance with Appendix A had the Participant continued employment through the Vesting Date had he or she not died. (d) In As set forth in Appendix A, in the event the Participant’s employment with Participant becomes Disabled prior to the Company or end of the Employer terminates by reason of Disability (as defined below)Performance Period, the Unvested Performance RSUs shall vest immediately as of the date of the Participant’s termination shall vest in full as of Participant is determined to be Disabled with respect to the date of the termination. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Company.Initial Grant VERSION 10/16