Common use of Vesting and Forfeiture of Shares Clause in Contracts

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): (i) The RSUs shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (B) following the Change of Control, the RSUs confer the right to receive, for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i) and (2) in the event of an assumption or substitution, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iii) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iv) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Participant for Good Reason prior to the applicable Vesting Date and on or within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (c) For purposes of Section 3(b)(ii) and (iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that vested prior to the Termination Date in accordance with the Vesting Schedule. (d) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date for any other reason not specified in Section 3(b)(ii), (iii) or (iv), then the Participant shall immediately forfeit all of the unvested RSUs (or, if applicable, Acquirer RSUs). (e) Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms.

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): (i) The RSUs shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (B) following the Change of Control, the RSUs confer the right to receive, for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i) and (2) in the event of an assumption or substitution, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iii) In the event that the Participant’s employment with the Company or and its Subsidiaries is terminated by the Company or and its Subsidiaries without Cause prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iv) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Participant for Good Reason Reason, in each case, prior to the applicable Vesting Date and on or within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (c) For purposes of Section 3(b)(ii) and (iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that vested prior to the Termination Date in accordance with the Vesting Schedule. (d) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date for any other reason not specified in Section 3(b)(ii), (iii) or (iviii), then the Participant shall immediately forfeit all of the unvested RSUs (or, if applicable, Acquirer RSUs). (e) . Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms.

Vesting and Forfeiture of Shares. (a) Subject %2)Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date. (ba) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if if, and to the extent provided provided, in this Section 3(b): (i) The (%3)Except as otherwise determined by the Committee as set forth in Section 3(b)(i)(B) hereof, the RSUs shall immediately vest upon become fully vested and nonforfeitable in the occurrence of event that a Change of Control of the Company occurs while the Participant is employed by the Company or any Subsidiary. The vested RSUs shall be converted, as of the effective date of the Change of Control, into a fully-vested fixed cash amount equal to the product of (x) fair market value (as determined by the Committee in its discretion) of the per Share consideration received by holders of Shares in the transaction constituting the Change of Control and (y) the number of Shares subject to the RSUs (the “CIC Cash-Out Amount”). The CIC Cash-Out Amount shall be credited with interest at the 10-year U.S. Treasury Securities rate or, if greater as of the effective date of the Change of Control, the prime rate as published in the Wall Street Journal, during the period commencing upon consummation of the Change of Control and ending on the date that the CIC Cash-Out Amount is paid to the Participant in accordance with Section 5(b)(i) hereof. (A) Notwithstanding the foregoingSection 3(b)(i)(A) hereof, if in the event of a Change of Control the Committee determines that the successor company assumes shall assume or substitutes substitute the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A1) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, Agreement and (B2) immediately following the Change of Control, the RSUs confer the right to receive, receive for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, Florida - RSU (Ratable Vest) for IB mod.doc cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Sharesshares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiarySubsidiary, the Company Committee may provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary Subsidiary substantially equal in fair market value (on a per share basis) to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i3(b)(i)(B) or shall convert into the CIC Cash-Out Amount in accordance with Section 3(b)(i)(A) hereof and (2) in the event of an assumption or substitutionthat this Section 3(b)(i)(B) is applicable, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its such determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall continue to vest after the Change of Control transaction in accordance with the Vesting Schedule, and shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall immediately be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. The Participant shall not forfeit any CIC Cash-Out Amount as a result of any such termination. (iii) In the event that the Participant’s employment with the Company or and its Subsidiaries is terminated by the Company or and its Subsidiaries without Cause or by the Participant for Good Reason prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately become eligible to vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall immediately be immediately forfeited upon on the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately become eligible to vest upon in the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. . The RSUs will vest on the later of (iva) In the Vesting Date immediately following the Termination Date and (b) the second anniversary of the Termination Date (the “Restricted Period”); provided, however, that such vesting shall not occur and the Specified RSUs shall be forfeited in the event that the Participant’s employment with Participant (x) fails to execute a separation agreement, substantially in the Company or its Subsidiaries is terminated by form attached hereto as Exhibit A (the Participant for Good Reason prior to the applicable Vesting Date and on or “Separation Agreement”), within the two (2) year period 50 days following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date., (y) rescinds such Separation Agreement pursuant to the terms thereof or (z) engages in conduct that constitutes a breach of the Separation Agreement during the Restricted Period. The Acquirer RSUs will vest immediately upon any termination described in this Section 3(b)(iii). The Participant shall not forfeit any CIC Cash-Out Amount as a result of any such termination. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify the non-competition, confidentiality or non-solicitation restrictions that the Florida - RSU (Ratable Vest) for IB mod.doc (cb) For purposes of Section 3(b)(iiclauses (b)(ii) and (iiib)(iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that vested prior to the Termination Date in accordance with the Vesting Schedule. (dc) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date for any reason other reason not specified in Section 3(b)(ii), (iii) than the Participant’s death or (iv)Disability or by the Company and its Subsidiaries without Cause or by the Participant for Good Reason, then the Participant shall immediately forfeit all of the unvested RSUs (orand, if applicable, all unvested Acquirer RSUs). (e) but shall not forfeit any CIC Cash-Out Amount. Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms.

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): (i) The RSUs shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A1) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (B2) following the Change of Control, the RSUs confer the right to receive, receive for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Sharesshares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations determination of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i) and (2) in the event of an assumption or substitution, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its determinations determination shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of ControlDisability, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereofthat would have vested if the Participant had remained employed by the Company or any Subsidiary through the next applicable Vesting Date following the Participant’s death or Disability, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Dateforfeited. (iii) In the event that the Participant’s employment with the Company or and its Subsidiaries is terminated prior to the Vesting Date by the Company or and its Subsidiaries without Cause prior to the applicable Vesting Date and (A) prior to a Change of ControlCause, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(con the later of (a) hereofthe Vesting Date and (b) the second anniversary of the Termination Date (the “Restricted Period”); provided, however, that such vesting shall be conditioned upon (x) the Participant’s execution, within 30 days of the Termination Date, of a separation agreement (which includes a release, confidentiality provisions, and restrictive covenants against competition) substantially in the balance form attached hereto as Exhibit “A” (“Separation Agreement”), and (y) the Participant’s compliance with such Separation Agreement during the Restricted Period. Any RSUs in excess of the RSUs pro-rated portion shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as . The pro-rata portion of the Termination Date. (ivRSUs which may vest pursuant to this Section 3(b)(iii) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated shall be immediately forfeited upon any breach by the Participant for Good Reason prior during the Restricted Period of the Separation Agreement. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify the applicable Vesting Date and on non-competition, confidentiality or within the two (2) year period following a Change of Control, non-solicitation restrictions that the Participant is already subject to, which restrictions shall immediately vest upon the Termination Date continue to be separately enforceable in all outstanding Acquirer RSUs to the extent unvested as of the Termination Dateaccordance with their terms. (c) For purposes of Section 3(b)(iiclauses (b)(ii) and (iiib)(iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the most recent elapsed Vesting Date and the Termination Date, and the denominator of which shall be the total number of days between the most recent elapsed Vesting Date and the Vesting Date following the Participant’s death or Disability; provided, however, that if the Termination Date occurs before the first Vesting Date set forth in the Vesting Schedule, then the numerator shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting next applicable Vesting Date set forth in the Vesting Schedule; provided, however, that if following the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that vested prior to the Termination Date in accordance with the Vesting ScheduleDate. (d) In the event that the Participant’s employment with the Company and its Subsidiaries or any Subsidiary is terminated prior to the applicable Vesting Date for any reason other reason not specified in Section 3(b)(ii), (iii) than the Participant’s death or (iv)Disability or by the Company without Cause, then the Participant shall immediately forfeit all of the unvested RSUs (or, if applicable, Acquirer RSUs). (e) . Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms.

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): (i) The RSUs shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (B) following the Change of Control, the RSUs confer the right to receive, for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i) and (2) in the event of an assumption or substitution, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs Restricted Stock Units determined in accordance with Section 3(c) hereof, and the balance of the RSUs Restricted Stock Units shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs Restricted Stock to the extent unvested as of the Termination Date. (iii) In the event . The Acquirer Restricted Stock that the Participant’s employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon vests on the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant Control pursuant to Section 3(b)(ii)(B) hereof shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iv) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Participant for Good Reason prior to the applicable Vesting Date and on or within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Datebecome transferable. (c) For purposes of Section 3(b)(ii) and clause (iiib)(ii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that vested prior to the Termination Date in accordance with the Vesting Schedule. (d) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date for any reason other reason not specified in Section 3(b)(ii)than the Participant’s death or Disability, (iii) or, solely following a Change of Control by the Company without Cause or (iv)by the Participant for Good Reason, then the Participant shall immediately forfeit all of the unvested RSUs (or, if applicable, Acquirer RSUs). (e) . Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms.

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): (i) The RSUs shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A1) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (B2) following the Change of Control, the RSUs confer the right to receive, receive for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Sharesshares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations determination of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i) and (2) in the event of an assumption or substitution, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its determinations determination shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of ControlDisability, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereofthat would have vested if the Participant had remained employed by the Company or any Subsidiary through the next applicable Vesting Date following the Participant’s death or Disability, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Dateforfeited. (iii) In the event that the Participant’s employment with the Company or and its Subsidiaries is terminated prior to the Vesting Date (x) by the Company or and its Subsidiaries without Cause prior to or (y) by the applicable Vesting Date and (A) prior to a Change of ControlExecutive with Good Reason, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined shall immediately vest. Any RSUs in accordance with Section 3(c) hereof, and the balance excess of the RSUs pro-rated portion shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iv) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Participant for Good Reason prior to the applicable Vesting Date and on or within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (c) For purposes of Section 3(b)(iiclauses (b)(ii) and (iiib)(iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the most recent elapsed Vesting Date and the Termination Date, and the denominator of which shall be the total number of days between the most recent elapsed Vesting Date and the Vesting Date following the Participant’s death or Disability; provided, however, that if the Termination Date occurs before the first Vesting Date set forth in the Vesting Schedule, then the numerator shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting next applicable Vesting Date set forth in the Vesting Schedule; provided, however, that if following the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that vested prior to the Termination Date in accordance with the Vesting ScheduleDate. (d) In the event that the Participant’s employment with the Company and its Subsidiaries or any Subsidiary is terminated prior to the applicable Vesting Date by the Company or any Subsidiary for any other reason not specified in Section 3(b)(ii), (iii) Cause or (iv)by the Participant without Good Reason, then the Participant shall immediately forfeit all of the unvested RSUs (or, if applicable, Acquirer RSUs). (e) . Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms.

Vesting and Forfeiture of Shares. (a) Subject %2)Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date. (ba) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): ): (i) The (%3)Except as otherwise determined by the Committee as set forth in Section 3(b)(i)(B) hereof, the RSUs shall immediately vest upon become fully vested and nonforfeitable in the occurrence of event that a Change of Control of the Company occurs while the Participant is employed by the Company or any Subsidiary. The vested RSUs shall be converted, as of the effective date of the Change of Control, into a fully vested fixed cash amount equal to the product of (x) fair market value (as determined by the Committee in its discretion) of the per Share consideration received by holders of Shares in the transaction constituting the Change of Control and (y) the number of Shares subject to the RSUs (the “CIC Cash-Out Amount”). The CIC Cash-Out Amount shall be credited with interest at the 10-year U.S. Treasury Securities rate or, if greater as of the effective date of the Change of Control, the prime rate as published in the Wall Street Journal, during the period commencing upon consummation of the Change of Control and ending on the date that the CIC Cash-Out Amount is paid to the Participant in accordance with Section 5(b)(i) hereof. (A) Notwithstanding the foregoingSection 3(b)(i)(A) hereof, if in the event of a Change of Control the Committee determines that the successor company assumes shall assume or substitutes substitute the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A1) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, (2) the economic terms of the RSUs that are assumed or substituted are substantially comparable to the economic terms of the RSUs prior to the Change of Control and (B3) immediately following the Change of Control, the RSUs confer the right to receive, receive for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company Committee may provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value (on a per share basis) to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i3(b)(i)(B) or shall convert into the CIC Cash-Out Amount in accordance with Section 3(b)(i)(A) hereof and (2) in the event of an assumption or substitutionthat this Section 3(b)(i)(B) is applicable, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its such determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall continue to vest after the Change of Control transaction in accordance with the Vesting Schedule, and shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of ControlDisability, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest become fully vested upon the Termination Date in all outstanding RSUs (or, if applicable, Acquirer RSUs RSUs) to the extent unvested as of the Termination Date. The Participant shall not forfeit any CIC Cash-Out Amount as a result of any such termination. (iii) In the event that (A) the Participant’s employment with the Company or and its Subsidiaries is terminated prior to the Vesting Date by (1) the Company or and its Subsidiaries without Cause prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iv) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Participant for Good Reason prior or (B) the term of the Employment Agreement expires (each event described in clauses (A) and (B), a “Specified Event”), the Participant shall be eligible to continue vesting, in accordance with the Vesting Schedule, in the RSUs (or, if the applicable, Acquirer RSUs) outstanding on the Termination Date (the “Specified RSUs”). The Specified RSUs will vest on the earlier of (a) the applicable Vesting Date immediately following the Specified Event and on or within (b) the two (2) year period following a Change second anniversary of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to (the extent unvested as of period from the Termination Date. (c) For purposes of Section 3(b)(ii) and (iii)Date until the second anniversary thereof, the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Date set forth in the Vesting Schedule“Restricted Period”); provided, however, that if the Termination Date occurs after any Vesting Date except as otherwise set forth in Section 6(f) of the Vesting ScheduleEmployment Agreement (relating to the applicability of the noncompetition covenant following a Change of Control) such vesting shall not occur and the Specified RSUs shall (to the extent unvested) be forfeited in the event that the Participant (x) engages in conduct during the Restricted Period that constitutes a breach of the Participant’s obligations under Sections 6 (Covenant Against Unfair Competition), then 8 (Non-Disparagement) and 9 (Cooperation), other than an insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the proParticipant within five (5) days after receipt thereof given by the Company or (y) a failure to comply with the Participant’s obligations under clause (ii) of Section 5.7 of the Employment Agreement (relating to the Participant’s obligation to provide consulting services to the Company after Termination Date); provided further that any Specified RSUs (or, if applicable, Acquirer RSUs), that are not vested on the last day of the Restricted Period shall vest on such date. The Participant shall not forfeit any CIC Cash-rated portion Out Amount as a result of any such termination. Nothing in this Section 3 or this Agreement shall be reduced by deemed to limit or modify the number of RSUs non-competition, confidentiality or non-solicitation restrictions that vested prior the Participant is already subject to, which restrictions shall continue to the Termination Date be separately enforceable in accordance with the Vesting Scheduletheir terms. (db) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date for any reason other reason not specified in Section 3(b)(ii), (iii) than the Participant’s death or (iv)Disability or pursuant to or following a Specified Event, then the Participant shall immediately forfeit all of the unvested RSUs (orand, if applicable, all unvested Acquirer RSUs). (e) on the Termination Date. Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement The Participant shall be deemed to limit or modify not forfeit any nonCIC Cash-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their termsOut Amount as a result of any such terminations.

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if 50% of the Participant is continuously employed by SSARs shall become vested on the Company or any Subsidiary from third anniversary of the Grant Date through and until any the remaining 50% of the dates SSARs shall become vested on the fifth anniversary of the Grant Date (the each date on which vesting is to occur being a “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then provided that the RSUs shall become vested as set forth in Participant’s employment with the Vesting Schedule on Company continues through and until the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs SSARs prior to the applicable Vesting Date. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): (i) The RSUs shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (B) following the Change of Control, the RSUs confer the right to receive, for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i) and (2) in the event of an assumption or substitution, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iii) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iv) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Participant for Good Reason prior to the applicable Vesting Date and on or within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (c) For purposes of Section 3(b)(ii) and (iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that vested prior to the Termination Date in accordance with the Vesting Schedule. (d) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date for any other reason not specified in Section 3(b)(ii), (iii) or (iv), then the Participant shall immediately forfeit all of the unvested RSUs (or, if applicable, Acquirer RSUs). (e) Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. (b) The vesting of the SSARs shall be accelerated if and to the extent provided in this Section 3(b): (i) The SSARs shall immediately vest upon the occurrence of a Change in Control of the Company while the Participant is then employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes for the SSARs as of the date of the Change of Control, then the vesting of the SSARs that are assumed or substituted for shall not be so accelerated as a result of such Change of Control. For this purpose, the SSARs shall be considered assumed or substituted for only if (1) the SSARs that are assumed or substituted for vest at the times that the SSARs would have vested pursuant to this Agreement, and (2) following the Change of Control, the assumed or substituted award confers the right to receive, for each SSAR, immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Compensation Committee of the Board of Directors of the Company (the “Committee”) may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the vesting and exercise of any SSARs will be solely common stock of the successor company or its parent or subsidiary equal to the Fair Market Value of the SSAR, as determined by the Committee. Notwithstanding the preceding sentence, in the event of termination of the Participant’s employment by the successor company or its affiliates without Cause or by the Participant for Good Reason within 24 months following such Change in Control, the portion of the assumed or substituted award that had not vested as of the date of the Change in Control and that did not otherwise become vested after the Change in Control shall become vested as of the last day of the Restricted Period, provided, however, that such vesting shall be conditioned upon Participant’s compliance with Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to a Vesting Date due to the Participant’s death, the Participant shall immediately vest in any SSARs that would have vested within 1 year after the Termination Date, and the balance of the SSARs shall be immediately forfeited. (iii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to a Vesting Date by the Company and its Subsidiaries by reason of the Participant’s Disability, the Participant shall vest on the last day of the Restricted Period in the then unvested SSARs that would have vested on or before the first anniversary of the Termination Date (the “First Anniversary”) if the Participant had continued to be employed by the Company through and including the First Anniversary; provided, however, that such vesting shall be conditioned upon Participant’s compliance with Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. Unvested SSARs that would not vest on or before the First Anniversary shall be immediately forfeited upon the Termination Date. (iv) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date by the Company without Cause or the Employment Term expires and the Participant’s employment terminates on the expiration date of the Employment Agreement, then, the Participant shall vest on the last day of the Restricted Period in the portion, if any, of the SSARs that has not previously vested; provided, however, that such vesting shall be conditioned upon Participant’s compliance with his obligations under Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. (v) Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any the non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms. (c) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date, the Participant shall immediately forfeit all of the SSARs that were not vested on or before the Termination Date.

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if 50% of the Participant is continuously employed by Restricted Stock Units shall become vested on the Company or any Subsidiary from third anniversary of the Grant Date through and until any the remaining 50% of the dates Restricted Stock Units shall become vested on the fourth anniversary of the Grant Date (the each date on which vesting is to occur being a “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then provided that the RSUs shall become vested as set forth in Participant’s employment with the Vesting Schedule on Company continues through and until the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs Restricted Stock Units prior to the applicable Vesting Date. Termination of employment with the Company to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) Restricted Stock Units shall be accelerated if and to the extent provided in this Section 3(b): (iA) The RSUs Except as otherwise determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”) as set forth in Section 3(b)(i)(B) hereof, the Restricted Stock Units shall immediately vest upon become fully vested and nonforfeitable in the occurrence of event that a Change of Control of the Company occurs while the Participant is employed by the Company or any Subsidiary. The vested Restricted Stock Units shall be converted, as of the effective date of the Change of Control, into a fully vested fixed cash amount equal to the product of (x) fair market value (as determined by the Committee in its discretion) of the per Share consideration received by holders of Shares in the transaction constituting the Change of Control and (y) the number of Shares subject to the Restricted Stock Units (the “CIC Cash-Out Amount”). The CIC Cash-Out Amount shall be credited with interest at the 10-year U.S. Treasury Securities rate or, if greater as of the effective date of the Change of Control, the prime rate as published in the Wall Street Journal, during the period commencing upon consummation of the Change of Control and ending on the date that the CIC Cash-Out Amount is paid to the Participant in accordance with Section 5(b) hereof. (B) Notwithstanding the foregoingSection 3(b)(i)(A) hereof, if in the event of a Change of Control the Committee determines that the successor company assumes shall assume or substitutes substitute for the RSUs Restricted Stock Units as of the date of the Change of Control, then the vesting of the RSUs Restricted Stock Units that are assumed or substituted for shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs Restricted Stock Units shall be considered assumed or substituted for only if (A1) the RSUs Restricted Stock Units that are assumed or substituted for vest at the times that such RSUs the Restricted Stock Units would vest have vested pursuant to this Agreement, and (B2) following the Change of Control, the RSUs confer assumed or substituted award confers the right to receive, for each unvested RSU held Restricted Stock Unit, immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Sharesshares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company Committee may provide that the consideration to be received upon the vesting of any RSU Restricted Stock Unit will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i3(b)(i)(B) or shall convert into the CIC Cash-Out Amount in accordance with Section 3(b)(i)(A) hereof and (2) in the event of an assumption or substitutionthat this Section 3(b)(i)(B) is applicable, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its such determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs Restricted Stock Units by the successor company shall continue to vest after the Change of Control transaction in accordance with the vesting schedule set forth in Section 3(a) hereof, and shall be referred to hereafter as the “Acquirer RSUs”. Notwithstanding the preceding sentence, in the event of termination of the Participant’s employment by the successor company or its affiliates without Cause or by the Participant for Good Reason within 24 months following such Change in Control, the portion of the Acquirer RSUs that had not vested as of the date of the Change in Control and that did not otherwise become vested after the Change in Control shall become vested as of the last day of the Restricted Period as defined in the Employment Agreement, provided, however, that such vesting shall be conditioned upon Participant’s compliance with Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of Controldeath, the Participant shall immediately vest upon in any Restricted Stock Units (or, if applicable, Acquirer RSUs) that would have vested within 1 year after the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs Restricted Stock Units (or, if applicable, Acquirer RSUs) shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the forfeited. The Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested not forfeit any CIC Cash-Out Amount as a result of the Termination Dateany such termination. (iii) In the event that the Participant’s employment with the Company or and its Subsidiaries is terminated prior to a Vesting Date by the Company or and its Subsidiaries without Cause prior to by reason of the applicable Vesting Date and (A) prior to a Change of ControlParticipant’s Disability, the Participant shall immediately vest upon on the last day of the Restricted Period in the then unvested Restricted Stock Units (or, if applicable, Acquirer RSUs) that would have vested on or before the first anniversary of the Termination Date in a pro-rated portion (the “First Anniversary”) if the Participant had continued to be employed by the Company through and including the First Anniversary; provided, however, that such vesting shall be conditioned upon Participant’s compliance with Sections 4 and 6 of the RSUs determined Employment Agreement throughout the Restricted Period. Restricted Stock Units (or, if applicable, Acquirer RSUs) in accordance with excess of those which may vest pursuant to this Section 3(c3(b)(iii) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the . The Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested not forfeit any CIC Cash-Out Amount as a result of the Termination Dateany such termination. (iv) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Participant for Good Reason prior to the applicable Vesting Date and on or within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (c) For purposes of Section 3(b)(ii) and (iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that vested prior to the Termination Date in accordance with the Vesting Schedule. (d) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date for any other reason not specified in Section 3(b)(ii)by the Company without Cause or the Employment Term expires and the Participant’s employment terminates on the expiration date of the Employment Agreement, (iii) or (iv)then, then the Participant shall immediately forfeit all vest on the last day of the unvested RSUs Restricted Period in the portion, if any, of the Restricted Stock Units (or, if applicable, Acquirer RSUs)) that has not previously vested; provided, however, that such vesting shall be conditioned upon Participant’s compliance with his obligations under Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. The Participant shall not forfeit any CIC Cash-Out Amount as a result of any such termination. (ev) Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any the non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms. (c) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date, the Participant shall immediately forfeit all of the Restricted Stock Units (or, if applicable, Acquirer RSUs) that were not vested on or before the Termination Date; provided that the Participant shall not forfeit any CIC Cash-Out Amount.

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule (each, a “Vesting Date”) attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs Restricted Stock shall become vested on the applicable Vesting Date as set forth in the Vesting Schedule on the applicable Vesting DateSchedule. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs Restricted Stock prior to the applicable Vesting Date. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) Restricted Stock shall be accelerated if and to the extent provided in this Section 3(b): (i) The RSUs Restricted Stock shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs Restricted Stock as of the date of the Change of Control, then the vesting of the RSUs Restricted Stock that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs Restricted Stock shall be considered assumed or substituted only if (A1) the RSUs Restricted Stock that are is assumed or substituted vest vests at the times that such RSUs Restricted Stock would vest pursuant to this Agreement, Agreement and (B2) immediately following the Change of Control, the RSUs confer the right to receive, for each unvested RSU held immediately prior to the Change Participant’s shares of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any RSU Restricted Stock will be solely converted into shares of common stock of the successor company or its parent or subsidiary substantially equal in fair market value (on a per share basis) to the per share consideration received by holders of Shares shares of Common Stock in the transaction constituting a Change of Control. The determinations determination of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i) and (2) in the event of an assumption or substitution, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion discretion, and its determinations determination shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs Restricted Stock determined in accordance with Section 3(c) hereof, and the balance of the RSUs Restricted Stock shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs Restricted Stock to the extent unvested as of the Termination Date. The Restricted Stock that vests on the Termination Date following a Change of Control pursuant to Section 3(b)(ii)(B) hereof shall become transferable. (iiiA) In Except as otherwise set forth in this Section 3(b)(iii), in the event that the Participant’s employment with the Company or and its Subsidiaries is terminated by the Company or and its Subsidiaries without Cause or by the Participant for Good Reason, prior to the applicable Vesting Date and (Ax) prior to a Change of Control, the Participant shall immediately become eligible to vest upon the Termination Date in a pro-rated portion of the RSUs Restricted Stock determined in accordance with Section 3(c) hereof, and the balance of the RSUs Restricted Stock shall immediately be immediately forfeited upon the Termination Date, or (By) within the two (2) year period following a Change of Control, the Participant shall immediately become eligible to vest upon the Termination Date in all outstanding Acquirer RSUs the Restricted Stock to the extent unvested as of the Termination Date. Notwithstanding the foregoing, the Restricted Stock that would otherwise vest pursuant to this Section 3(b)(iii) shall be forfeited in the event that the Participant (I) fails to execute a separation agreement, substantially in the form attached hereto as Exhibit B (the “Separation Agreement”), within 50 days following the Termination Date, (II) rescinds such Separation Agreement pursuant to the terms thereof or (III) engages in conduct that constitutes a breach of the Separation Agreement. The Restricted Stock that becomes eligible to vest on the Termination Date following a Change of Control pursuant to Section 3(b)(iii)(A)(y) hereof will vest immediately upon a termination described in this Section 3(b)(iii)(A) and shall become transferable. (ivB) All Restricted Stock that shall become eligible to vest in accordance with Section 3(b)(iii)(A) hereof shall be subject to applicable tax withholding and reporting requirements in connection with the termination of the Participant’s employment. All Shares resulting from vesting of Restricted Stock prior to a Change of Control pursuant to Section 3(b)(iii)(A)(x), other than any Shares that the Company determines to withhold pursuant to Section 7 hereof in order to satisfy applicable tax withholding requirements or that the Company permits a Participant to tender to the Company pursuant to Section 7 in order to satisfy such applicable tax withholding requirements (all such Shares that are not so withheld or tendered, the “Remaining Shares”), shall remain subject to the restrictions set forth in the Separation Agreement during the period (the “Restriction Period”) ending on the later of (x) the next applicable Vesting Date following the Termination Date and (y) second anniversary of the Termination Date (the last day of such Restriction Period, the “Restriction Lapse Date”). Accordingly, prior to the Restriction Lapse Date, neither the Participant nor any of the Participant’s creditors or beneficiaries will have the right to subject the Remaining Shares to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, hedge, exchange, attachment or garnishment or any similar transaction. In the event that the Participant breaches any term of the Separation Agreement, which is incorporated herein by reference, during the Restriction Period, all outstanding Remaining Shares shall be forfeited and canceled. (C) In the event that the Participant dies during the Restriction Period, all the transfer restrictions set forth in Section 3(b)(iii) of this Agreement shall lapse as of the date of the Participant’s employment with death. In the Company or its Subsidiaries is terminated by the Participant for Good Reason prior to the applicable Vesting Date and on or within the two (2) year period following event of a Change of Control, the Participant shall immediately vest upon the Termination Date transfer restrictions set forth in all outstanding Acquirer RSUs Section 3(b)(iii) of this Agreement shall, to the extent unvested determined by the Company in its sole discretion, lapse as of the Termination Dateeffective date of the Change of Control. (D) Nothing in this Section 3 or this Agreement shall be deemed to limit or modify the non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms. (c) For purposes of Section 3(b)(iiclause (b)(ii) and (iiib)(iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof shares of the Restricted Stock by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs shares of Restricted Stock that vested prior to the Termination Date in accordance with the Vesting Schedule. (d) In the event that the Participant’s employment with the Company and its Subsidiaries or any Subsidiary is terminated prior to the applicable a Vesting Date for any reason other reason not specified in Section 3(b)(ii)than the Participant’s death or Disability, (iii) by the Company and its Subsidiaries without Cause or (iv)by the Participant for Good Reason, then the Participant shall immediately forfeit all unvested shares of the unvested RSUs (or, if applicable, Acquirer RSUs). (e) Restricted Stock. Termination of employment with the Company (or, if applicable, the successor company) in order to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary in order to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms.

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if 50% of the Participant is continuously employed by Restricted Stock Units shall become vested on the Company or any Subsidiary from third anniversary of the Grant Date through and until any the remaining 50% of the dates Restricted Stock Units shall become vested on the fourth anniversary of the Grant Date (the each date on which vesting is to occur being a “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then provided that the RSUs shall become vested as set forth in Participant’s employment with the Vesting Schedule on Company continues through and until the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs Restricted Stock Units prior to the applicable Vesting Date. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): (i) The RSUs shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (B) following the Change of Control, the RSUs confer the right to receive, for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i) and (2) in the event of an assumption or substitution, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated due to the Participant’s death or Disability prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iii) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Date, or (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iv) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Participant for Good Reason prior to the applicable Vesting Date and on or within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (c) For purposes of Section 3(b)(ii) and (iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that vested prior to the Termination Date in accordance with the Vesting Schedule. (d) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date for any other reason not specified in Section 3(b)(ii), (iii) or (iv), then the Participant shall immediately forfeit all of the unvested RSUs (or, if applicable, Acquirer RSUs). (e) Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. (b) The vesting of the Restricted Stock Units shall be accelerated if and to the extent provided in this Section 3(b): (i) The Restricted Stock Units shall immediately vest upon the occurrence of a Change in Control of the Company while the Participant is then employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes for the Restricted Stock Units as of the date of the Change of Control, then the vesting of the Restricted Stock Units that are assumed or substituted for shall not be so accelerated as a result of such Change of Control. For this purpose, the Restricted Stock Units shall be considered assumed or substituted for only if (1) the Restricted Stock Units that are assumed or substituted for vest at the times that the Restricted Stock Units would have vested pursuant to this Agreement, and (2) following the Change of Control, the assumed or substituted award confers the right to receive, for each Restricted Stock Unit, immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Compensation Committee of the Board of Directors of the Company (the “Committee”) may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the vesting of any Restricted Stock Unit will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. Notwithstanding the preceding sentence, in the event of termination of the Participant’s employment by the successor company or its affiliates without Cause or by the Participant for Good Reason within 24 months following such Change in Control, the portion of the assumed or substituted award that had not vested as of the date of the Change in Control and that did not otherwise become vested after the Change in Control shall become vested as of the last day of the Restricted Period as defined in the Employment Agreement, provided, however, that such vesting shall be conditioned upon Participant’s compliance with Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. (ii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date due to the Participant’s death, the Participant shall immediately vest in any Restricted Stock Units that would have vested within 1 year after the Termination Date and the balance of the Restricted Stock Units shall be immediately forfeited. (iii) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to a Vesting Date by the Company and its Subsidiaries by reason of the Participant’s Disability, the Participant shall vest on the last day of the Restricted Period in the then unvested Restricted Stock Units that would have vested on or before the first anniversary of the Termination Date (the “First Anniversary”) if the Participant had continued to be employed by the Company through and including the First Anniversary; provided, however, that such vesting shall be conditioned upon Participant’s compliance with Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. Restricted Stock Units in excess of the Restricted Stock Units which may vest pursuant to this Section 3(b)(iii) shall be immediately forfeited upon the Termination Date. (iv) In the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the Vesting Date by the Company without Cause or the Employment Term expires and the Participant’s employment terminates on the expiration date of the Employment Agreement, then, the Participant shall vest on the last day of the Restricted Period in the portion, if any, of the Restricted Stock Units that has not previously vested; provided, however, that such vesting shall be conditioned upon Participant’s compliance with his obligations under Sections 4 and 6 of the Employment Agreement throughout the Restricted Period. (v) Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any the non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject to, which restrictions shall continue to be separately enforceable in accordance with their terms. (c) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date, the Participant shall immediately forfeit all of the Restricted Stock Units that were not vested on or before the Termination Date.

Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 32, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs Restricted Shares shall become vested vest as set forth in the Vesting Schedule on Award Letter. Upon vesting, the applicable Vesting Date. Except as otherwise provided in this Section 3, there Restricted Shares shall be no proportionate or partial vesting become unrestricted and the Employee shall become the owner of such Restricted Shares free of the RSUs prior to the applicable Vesting Daterestrictions set forth herein. (b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b): (i) The RSUs Restricted Shares shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant Employee is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in In the event that the Employee’s employment with the Company or any Subsidiary is terminated due to Employee’s death or Disability [the Restricted Shares granted hereby will immediately vest] [a prorated portion of a Change of Control the successor company assumes or substitutes Restricted Shares shall be vested (to the RSUs extent not previously vested) in such manner as shall be determined by the Compensation Committee after taking into account the extent to which, as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purposetermination, the RSUs shall be considered assumed or substituted only if (A) applicable performance cycles have elapsed and the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (B) following the Change of Control, the RSUs confer the right to receive, for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Controlapplicable performance measures have been achieved]. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this Section 3(b)(i) and (2) in the event of an assumption or substitution, such substantial equality of value of consideration shall be made by the Compensation Committee of the Company (the “Committee”) in its sole discretion and its determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the RSUs by the successor company shall be referred to hereafter as the “Acquirer RSUs”. (ii) In the event that the ParticipantEmployee’s employment with is terminated by the Company and its the Subsidiaries is terminated due to for any reason other than Cause or the Participant’s death or Disability prior to [the applicable Vesting Date and (A) prior to Restricted Shares granted hereby will immediately vest] [a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated prorated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs Restricted Shares shall be immediately forfeited upon the Termination Date, or vested (B) within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested not previously vested) in such manner as shall be determined by the Compensation Committee after taking into account the extent to which, as of the Termination Datedate of termination, the applicable performance cycles have elapsed and the applicable performance measures have been achieved]. (iiic) In the event that the ParticipantEmployee’s employment with the Company or its Subsidiaries is terminated by the Company or its Subsidiaries without Cause prior to the applicable Vesting Date and (A) prior to a Change of Control, the Participant shall immediately vest upon the Termination Date in a pro-rated portion of the RSUs determined in accordance with Section 3(c) hereof, and the balance of the RSUs shall be immediately forfeited upon the Termination Datefor Cause, or (B) within the two (2) year period following a Change of Controlif Employee terminates his employment for any reason other than death or Disability, the Participant Employee shall immediately vest upon the Termination Date in forfeit all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (iv) In the event that the Participant’s employment with the Company or its Subsidiaries is terminated by the Participant for Good Reason prior to the applicable Vesting Date and on or within the two (2) year period following a Change of Control, the Participant shall immediately vest upon the Termination Date in all outstanding Acquirer RSUs to the extent unvested as of the Termination Date. (c) For purposes of Section 3(b)(ii) and (iii), the pro-rated portion shall be calculated by multiplying the number of RSUs set forth in Section 1 hereof by a fraction, the numerator of which shall be the number of days Restricted Shares which have elapsed between the Grant Date and the Termination Date, and the denominator of which shall be the total number of days between the Grant Date and the final vesting Date set forth in the Vesting Schedule; provided, however, that if the Termination Date occurs after any Vesting Date set forth in the Vesting Schedule, then the pro-rated portion shall be reduced by the number of RSUs that not vested prior to the Termination Date in accordance with the Vesting Scheduledate of termination. (d) In Notwithstanding the event that the Participant’s employment provisions of this Section 2, if Employee is party to an Employment Agreement with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date for any other reason not specified in Section 3(b)(ii), (iii) or (iv), then the Participant shall immediately forfeit all of the unvested RSUs (or, if applicable, Acquirer RSUs). (e) Termination of employment with the Company (or, if applicable, the successor company) to accept immediate re-employment with a Subsidiary, or vice-versa, or termination the vesting and forfeiture of employment with a Subsidiary the Restricted Shares will be governed by the terms of such Employment Agreement applicable to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3. Nothing in this Section 3 or this Agreement shall be deemed to limit or modify any non-competition, confidentiality or non-solicitation restrictions that the Participant is already subject toequity awards granted thereunder, which restrictions terms shall continue to be separately enforceable in accordance with their termscontrol over any contrary provisions contained herein.