Common use of Vesting and Forfeiture Clause in Contracts

Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (b) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of the death, Disability or Retirement of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment.

Vesting and Forfeiture. (a) The Awarded Restricted Stock Units Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Effective Date and shall end with respect to [___% of the Restricted Shares, on the _____ anniversary of the Effective Date; with respect to ___% of the Restricted Shares, on the _____ anniversary of the Effective Date; and with respect to ___% of the Restricted Shares, on the _____ anniversary of the Effective Date.] (b) The Restricted Shares shall be subject to being forfeited by Employee during Participant to the Company as provided in this Agreement, and Participant may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Period specified Shares unless the restrictions applicable to the Restricted Shares under this Agreement have terminated in accordance with the provisions of this Agreement or the Plan. (c) If Participant continues to serve the Company in the attached Schedule I capacity of an employee, officer, director, consultant or advisor (the a “Restricted PeriodBusiness Relationship”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate hereunder to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule IRestricted Shares shall terminate, and any Awarded Restricted Stock Units that do not vest at as soon as practicable after the end of the Restricted Period for any of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be forfeited by Employeedelivered to Participant free of such restrictions. (bd) If EmployeeParticipant’s employment Business Relationship with the Company or an Affiliate terminates during the Restricted Period by reason of Participant’s death or Disability (as defined in Section 2(h) hereof), the restrictions applicable hereunder to all Restricted Shares shall terminate, and as soon as practicable after such termination of the Business Relationship, the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Participant (or in the event of Participant’s death, Disability or Retirement to Participant’s estate) free of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, such restrictions. (ie) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of EmployeeIf Participant’s termination of employment Business Relationship with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Participant’s death or Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control for Cause (as defined below), then on the date of such termination of the Business Relationship (the “No Cause Forfeiture Date”) occurs during all of the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture Shares still subject to vesting restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by EmployeeParticipant and promptly (but in no event later than the fifth day thereafter) be transferred to the Company at no cost to the Company, unless prior to the No Cause Forfeiture Date the Administrator, acting in its absolute discretion, terminates the restrictions applicable hereunder to all or a portion of the Restricted Shares still subject to restrictions hereunder. For In connection with those Restricted Shares not subject to vesting restrictions hereunder, promptly following the purposes No Cause Forfeiture Date, or if the Administrator so terminates any vesting restrictions applicable hereunder to any of the Restricted Shares, then as soon as practicable after the No Cause Forfeiture Date, such Restricted Shares no longer subject to any restrictions hereunder together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, a shall be delivered to Participant (or in the event of Participant’s death, to Participant’s estate) free of such restrictions. (f) If Participant’s Business Relationship with the Company terminates during the Restricted Period for Cause, then on the date of such termination of the Business Relationship (the “409A Change Cause Forfeiture Date”), all of the Restricted Shares, including Restricted Shares as to which vesting restrictions had already terminated, shall be forfeited by Participant and promptly (but in Control” means no event later than the fifth day thereafter) be transferred to the Company at no cost to the Company. (g) If a Change in Control (as defined in Section 2(h) hereof) occurs during the Plan) Restricted Period and while Participant has a Business Relationship with the Company, the restrictions applicable hereunder to [accelerated vesting percentage, if any] of the Restricted Shares shall terminate and such Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that also is a change may result from the Change in control event within Control), together with any dividends or other distributions with respect to such shares then being held by the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that Company pursuant to the provisions of this Section 2(d) Agreement, shall be delivered to Participant free of such restrictions, provided, however, that the exclusive means by which an Awarded Restricted Stock Unit restrictions shall vest in connection with a change in continue after the ownership or effective control closing of the Company or a change in Change of Control as to the ownership remainder of the assets Restricted Shares subject to this Agreement at the same rate and until the same dates as in effect prior to the Change of Control as long as the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and Participant continuously maintains a Business Relationship with the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in through the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(dapplicable restriction dates. (h) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement: (i) the “Disability” of Participant shall mean the “permanent and total disability” of Participant within the meaning of Section 22(e)(3) of the Code, as determined by the Administrator in its discretion; (ii) transfers of employment Business Relationships without interruption of service between or among the Company and any of its Affiliates Subsidiaries shall not be considered a termination of employmentthe Business Relationship and the change of form of the Business Relationship without interruption of service to the Company shall not be considered a termination of the Business Relationship; (iii) a “Change in Control” shall be deemed to have occurred upon the consolidation with or the acquisition by another entity of the Company in a merger or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity or its ultimate parent, or in the event of a sale or all or substantially all of the Company’s assets; and (iv) “Cause” means in the good faith determination of the Company, Participant has (A) committed gross negligence, dishonesty or willful malfeasance in the performance of the Participant’s work or duties; (B) committed a breach of fiduciary duty or a breach of any non-competition, non-solicitation or confidentially obligations to the Company; (C) failed on a substantial and continuing basis, after written notice of such failure, to render services to the Company in accordance with the terms or requirements of Participant’s Business Relationship; (D) been convicted of, or pleaded “guilty” or “no contest” to, any misdemeanor relating to the affairs of the Company or any felony; (E) disregarded the material rules or material policies of the Company which has not been cured within 15 days after written notice thereof from the Company; or (F) engaged in intentional acts that have generated material adverse publicity toward or about the Company.

Vesting and Forfeiture. The Awarded Restricted Stock Units Except as otherwise provided in the Plan, this Agreement or any employment agreement between Participant and the Company (or any subsidiary thereof), the Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to being forfeited by Employee during forfeiture (“Vest”) upon the Restricted Period specified achievement of the objective performance goals set forth in the attached Schedule I Notice of Grant of Award, subject to the restrictions set forth in the Notice of Grant of Award (the “Restricted PeriodVest Date”) provided Participant remains an employee (“associate”), consultant or advisor of the Company (or any subsidiary thereof) from the Grant Date through the Vest Date. This Grant will expire, in part or in whole as applicable, if achievement of the objective performance goals as set forth in the Notice of Grant of Award is not completed by the Vest Date. Should Participant’s employment or engagement terminate, for any reason, then all Aggregate RSU Consideration that has not Vested as of such date of termination shall immediately terminate and shall vest in or be forfeited by Employee to the Company. Notwithstanding anything to the contrary, in the event of a “Change of Control” as follows: (a) If Employee remains continuously employed defined in the Plan: any Aggregate RSU Consideration that has not yet Vested shall continue to Vest according to the current vesting schedule and terms of this Award, but should Participant’s employment or engagement be terminated by the Company (or, any subsidiary thereof), other than for Cause, or should Participant resign for Good Reason (as defined in Participant’s employment agreement with the Company (or, any subsidiary thereof) or in the Company’s then current Enhanced Severance Pay Plan), within twelve (12) months following the date the Change in Control becomes effective, all such remaining Aggregate RSU Consideration shall Vest immediately. If the foregoing sentence is triggered, any performance-based Award shall become Vested or settled assuming an Affiliate from "at-target" level of goal achievement had been attained. Notwithstanding the Effective Date through the end of the Restricted Periodforegoing, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate except to the extent any contrary or overriding term would result in a violation of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule ICode Section 409A, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (b) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of the death, Disability or Retirement of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, extent that (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with agreement between Participant and the Company (or an Affiliate by reason any subsidiary thereof) contains terms and conditions relating to the Vesting or forfeiture of deathequity awards, Disability or Retirementincluding the RSUs, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and a provision in such employment agreement directly conflicts with any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of provision in this Section 2 to 5, the contrary notwithstanding, if a 409A Change terms and conditions set forth in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, such employment agreement or other agreement or arrangement pertaining to Employee shall supersede and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employmentcontrol.

Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being forfeited by (a) Provided that the Employee during has remained in the continuous employ of Agency or an Agency subsidiary through the respective Vesting Date (as defined below), the Restricted Period specified in the attached Schedule I (the “Restricted Period”)Shares shall automatically vest, and shall vest in or be forfeited by Employee automatically become transferable and nonforfeitable, as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end to 33 1/3% of such Restricted Shares on each of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent first three anniversaries of the percentage Grant Date (each of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employeesuch three dates being a "Vesting Date"). (b) If Employee’s employment with In the Company or an Affiliate terminates during the Restricted Period event of a Termination of Employment prior to a Vesting Date by reason of the death, death or Total Disability or Retirement of the Employee, then the number all of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after Shares not yet vested shall vest, and shall become transferable and nonforfeitable, on the date of Employee’s termination such Termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by EmployeeEmployment. (c) If Employee’s employment with In the Company event of a Termination of Employment prior to a Vesting Date by reason of the Retirement or an Affiliate terminates during Involuntary Termination of Employment of the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all that number of Restricted Shares not yet vested shall vest, and shall become transferable and nonforfeitable, on the date of such Termination of employment as is determined by multiplying the total number of Restricted Shares which would vest on each of the Awarded Restricted Stock Units remaining Vesting Dates by a fraction, the numerator of which shall be forfeited by Employeethe number of full calendar months between the Grant Date and the date of Termination of Employment and the denominator of which shall be the full number of calendar months between the Grant Date and respective Vesting Date (rounded down to the nearest full Restricted Shares); PROVIDED, HOWEVER, that the Board shall have the right in its sole discretion to increase the number of Restricted Shares which shall vest on the date of such Termination of Employment. (d) The foregoing provisions Any Restricted Shares not vested on the date of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% Termination of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder Employment shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employmentforfeited.

Vesting and Forfeiture. The Awarded Except as otherwise provided in the Plan or this Agreement, the Aggregate Restricted Stock Units Shares subject to this Award shall be distributed, become transferable and shall cease to be subject to being forfeited by Employee during forfeiture (“Vest”) on the Restricted Period specified date set forth in the attached Schedule I Notice of Grant of Restricted Stock (the “Restricted PeriodVest Date”), and shall vest in or be forfeited by Employee ) provided Participant has continuously served as follows: a member of the Board of Directors (athe “Board”) If Employee remains continuously employed by of the Company or an Affiliate from the Effective Grant Date through the end Vest Date set forth in the Notice of Grant of Restricted Stock or such earlier date of the Restricted Period, election of directors at the Awarded Restricted Stock Units shall vest and Company’s regularly scheduled Annual Shareholders’ Meeting for such Vest Date year. In the forfeiture restrictions applicable to them under this Agreement shall terminate event of the death or disability (preventing further Board service) of Participant prior to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule IVest Date, and any Awarded assuming Participant continuously served as a Director on the Board through the date of such death or disability, then the Aggregate Restricted Stock Units Shares shall Vest on the Vest Date if the Vest Date occurs within ninety (90) days of such death or disability; otherwise the Aggregate Restricted Shares shall immediately terminate and be forfeited to the Company upon such death or disability. In the event such Participant is removed from the Board for cause, pursuant to the Company’s Bylaws, or resigns from the Board, then all Aggregate Restricted Shares that do have not vest at the end Vested as of the Restricted Period such date shall immediately terminate and shall be forfeited by Employee. (b) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of the death, Disability or Retirement of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by Company. Within the 90-day period following a fractionVest Date, (i) the numerator of which is the number of calendar months remaining all accrued dividends or other distributions held in the Restricted Period that end after the date of Employee’s termination of employment escrow in accordance with the Company or an Affiliate by reason of death, Disability or Retirement, Section 3 and (ii) the denominator of which is 36, relating to any Shares vesting shall be forfeited by Employeepaid or delivered to Participant. The remaining number In the event of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in of Control” means a Change in Control (as defined in the Plan) that also is a change in control event within , all restrictions upon the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) Aggregate Restricted Shares shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Companylapse, and that no provision all such shares shall immediately Vest upon such Change of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employmentControl.

Vesting and Forfeiture. The Awarded Restricted Stock Units So long as the Performance Goal, which is Cumulative Adjusted EPS (as defined below), is met or exceeded for the three-year Performance Cycle beginning January 1, 20__ and ending December 31, 20__, the Performance Shares shall be subject to being forfeited by Employee during vest on the Restricted Period specified in last day of the attached Schedule I Performance Cycle (the “Restricted PeriodVesting Date”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate subject to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (b) If EmployeeParticipant’s continued employment with the Company or an Affiliate terminates during any Subsidiary through the Restricted Period by reason of Vesting Date, based on the death, Disability or Retirement of Employee, then following vesting formula: the number of Awarded Restricted Stock Units equal to Performance Shares that vests on the total number of Awarded Restricted Stock Units awarded hereunder multiplied Vesting Date will be determined by a fraction, (i) multiplying the numerator Target Number of which is Shares plus the number of calendar months remaining in additional Target Dividend Shares credited to the Restricted Period that end after the date Participant pursuant to Section 5 of Employee’s termination of employment with the Company or an Affiliate this Award Agreement by reason of death, Disability or Retirement, and (ii) the denominator “Payout Multiple” derived from the chart below, with linear interpolation between Cumulative Adjusted EPS achievement points with corresponding Payout Multiple points:  Cumulative Adjusted EPS for the Performance Cycle Performance Multiple Performance Level Payout Multiple  <xxx 0% 0%  $xxx 50% Threshold 50%  $xxx 100% Target 100%  ≥$xxx 125% Maximum 200%  For purposes of the forgoing chart, the Cumulative Adjusted EPS means the sum of Adjusted Earnings per Share (positive or negative) for each fiscal year during the Performance Cycle. The determination of the number of Performance Shares that vest will be certified by the Administrator as soon as reasonably practicable following the Vesting Date, but in no event later that 10 business days following the release of earnings by the Company for the Company’s 20__ fiscal year. Adjusted Earnings per Share is calculated as Adjusted Earnings divided by the Adjusted Share Count. Adjusted Earnings is defined as income (loss) from continuing operations before: amortization expense; 401(k) Plan corrective contribution; insurance reserve adjustment; impairment of software and other related costs; non-cash impairment of property and equipment (including non-cash asset impairment charges of any kind); restructuring charges; gain on sale of Merry Maids branches; loss on extinguishment of debt; other expense (which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end earnings impact of the Restricted Period to 2015 U.S. Virgin Islands and Florida (Sunland) matters); income and expense resulting from unusual or infrequent items as determined under accounting principles generally accepted in the extent United States of America; the cumulative effects of accounting changes; the earnings impact of cumulative acquisitions in excess of $50 million total purchase price per year; and the tax impact of all of the percentage aforementioned adjustments. Adjusted Share Count is defined as the diluted weighted-average common shares outstanding as disclosed in the Company’s Annual Report on Form 10-K for each fiscal year, as adjusted to include planned cumulative share repurchases during the Performance Cycle as contemplated by the Company’s Compensation Committee on the date of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units grant. Any Performance Shares that do not vest at the end become vested as of the Restricted Period Vesting Date shall be forfeited by Employeeforfeited. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment.

Vesting and Forfeiture. The Awarded Restricted Stock Units Except as otherwise provided in the Plan, this Agreement or any employment agreement between Participant and the Company (or any subsidiary thereof), the Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to being forfeited by Employee during forfeiture (“Vest”) upon the Restricted Period specified achievement of the objective performance goals set forth in the attached Schedule I Notice of Grant of Award, subject to the restrictions set forth in the Notice of Grant of Award (the “Restricted PeriodVest Date”) provided Participant remains an employee (“associate”), consultant or advisor of the Company (or any subsidiary thereof) from the Grant Date through the Vest Date. This Grant will expire, in part or in whole as applicable, if achievement of the objective performance goals as set forth in the Notice of Grant of Award is not completed by the Vest Date. Should Participant’s employment or engagement terminate, for any reason, then all Aggregate RSU Consideration that has not Vested as of such date of termination shall immediately terminate and shall vest in or be forfeited by Employee to the Company. Notwithstanding anything to the contrary, in the event of a “Change of Control” as follows: defined in the Plan: (ai) If Employee remains continuously employed the applicable performance goals with respect to any performance period that has not completed as of the Change of Control will be deemed achieved at the greater of “at-target” levels or levels based on actual achievement of pro-rated performance goals through the closing of the Change of Control, and this Award will then remain subject to vesting based on continued employment or engagement through the Vest Date and (ii) should Participant’s employment or engagement be terminated by the Company (or an Affiliate from the Effective Date through the end of the Restricted Periodany affiliate thereof), the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule Iother than for Cause, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. or should Participant resign for Good Reason (b) If Employeeas defined in Participant’s employment agreement with the Company (or an Affiliate terminates during any affiliate thereof) or in the Restricted Period by reason Company’s then current Cerner Associate Severance Pay Plan), within twelve (12) months following the Grant Date, such portion of the deathAggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately upon such termination and the remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement, Disability or Retirement of Employee, then the “Prorated Aggregate RSU Consideration” shall be equal to (i) the number of Awarded Restricted Stock Units equal unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the total number Vest Date (after taking into account the extent to which performance was achieved or deemed achieved as of Awarded Restricted Stock Units awarded hereunder the closing of the Change of Control), multiplied by (ii) a fraction, fraction (iA) the numerator of which is the number of calendar months remaining in days that have elapsed from the Restricted Period that end after the date of EmployeeGrant Date through and including Participant’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirementdate, and (iiB) the denominator of which is 361,096, such that the Prorated Aggregate RSU Consideration shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject equal to the forfeiture restrictions applicable Aggregate RSU Consideration that would have Vested on the Vest Date immediately following the termination date, but pro-rated to them under this Agreement which shall terminate at reflect the end period of time employed between the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest Grant Date and the forfeiture restrictions applicable to them under this Agreement shall terminate, and Vest Date. If the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership employment or effective control of the Company executive severance or a change in the ownership of the assets of the Company, and that no provision of any plan, employment similar agreement or other agreement or arrangement pertaining to Employee between Participant and the Company (or an Affiliate shall cause an Awarded Restricted Stock Unit any subsidiary thereof) contains terms relating to vest in connection accelerated Vesting of equity awards, including RSUs, that conflict with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes terms of this Agreementaward, transfers the terms of employment without interruption this award control and no accelerated Vesting of service between or among equity awards will occur for the Company and any of its Affiliates shall not be considered a termination of employmentequity granted in this award.

Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified (a) Except as provided in Sections 1(b), 1(c), 5, 6 and 7 of this Agreement, your interest in the attached Schedule I Award Shares will vest and the Award Shares will become issuable [Time Vesting] [on the anniversary after the Grant Date/in as equal as possible installments on each of the anniversaries after the Grant Date (rounding down to the nearest whole Share on the vesting date(s), if necessary)]. OR [Performance-Based Vesting] [Upon satisfaction of the performance goal[s] set forth [below/in Exhibit A to this Agreement] (the “Restricted Performance Goal[s]”), as determined by the Committee as soon as practicable after completion of the performance period set forth therein (the “Performance Period”), and shall vest but in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end any event not later than [[December 15] of the Restricted Periodcalendar year in which the Performance Period ends/March 15 of the calendar year following the calendar year in which the Performance Period ends] (the date the Committee so determines, the Awarded Restricted Stock Units “Determination Date”). [The Performance Goal[s] is/are ]. Except as provided in Section 7 of this Agreement, this RSU Award shall vest be cancelled and you shall forfeit all rights to the Award Shares subject to this RSU Award and otherwise have no rights hereunder, except those Award Shares that had been previously issued pursuant to this Section 1(a), if either (i) the Determination Date does not occur or (ii) the Committee determines on the Determination Date that the Performance Goal[s] has/have not been satisfied. If you are a Covered Employee, it is intended that all payments of Award Shares under this RSU Award constitute “qualified performance-based compensation” within the meaning Section 162(m) of the Code and the forfeiture restrictions applicable Plan. This RSU Award is to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure be construed and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employeeadministered in a manner consistent with such intent.] (b) If Employee’s your employment or other service with the Company or an Affiliate terminates during the Restricted Period Employer is terminated by reason of your death or Disability before your interest in all of the death, Disability or Retirement of EmployeeAward Shares subject to this RSU Award has vested and become issuable under Section 1(a), then you will forfeit all of the number Award Shares subject to this RSU Award except those Award Shares that had been previously issued pursuant to Section 1(a) as of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of your employment or service with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by EmployeeEmployer terminates. (c) If Employee’s your employment or other service with the Company or an Affiliate terminates during the Restricted Period Employer is terminated for any reason reason, other than the deathyour death or Disability, Disability or Retirement of Employee, before your interest in all of the Awarded Restricted Stock Units shall be forfeited by EmployeeAward Shares subject to this RSU Award has vested and become issuable under Section 1(a), then you will forfeit all of the Award Shares subject to this RSU Award except those Award Shares that had been previously issued pursuant to Section 1(a) as of the date your employment or service with the Employer terminates. (d) The foregoing provisions of this Section 2 Notwithstanding anything to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change , and unless otherwise determined by the Committee in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) its sole discretion, your termination date shall be the exclusive means by date on which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, your active employment agreement or other agreement or arrangement pertaining to Employee service ceases and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a extended by any notice of termination of employmentemployment or severance period provided to you by contract or practice of Toro or the Employer or mandated under local law, unless otherwise required by applicable law.

Vesting and Forfeiture. The Awarded (a) Restricted Stock Units granted hereunder shall vest (meaning that the risk of forfeiture of such Restricted Stock Units shall be subject to being forfeited by Employee during lapse) on the Restricted Period specified in Vesting Date if all of the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as followsfollowing conditions are met: (ai) If Employee Grantee remains continuously employed by the Company through that date; and (ii) One or an Affiliate from more of the Effective Date through Performance Target or Targets set forth in the end Performance Target Schedule attached hereto as Exhibit A have been attained. Each Restricted Stock Unit credited under Section 6 in respect of Dividend Equivalents shall vest at the time of vesting of the Restricted PeriodStock Unit that gives rise, directly or indirectly, to such Dividend Equivalent. (iii) For purposes of this Section 4(b), the Awarded portion of the Restricted Stock Units granted hereunder that becomes vested on the Vesting Date shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate be determined by reference to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule IPerformance Target Schedule, and any Awarded Restricted Stock Units that do not vest at the end become vested as of the Restricted Period Vesting Date shall be immediately forfeited by Employeewithout regard to the Grantee’s continued employment with the Company. (b) If EmployeeGrantee’s employment with service as a director and/or employee of the Company ends prior to the Vesting Date due to a termination for Cause or an Affiliate terminates during the Restricted Period by a resignation for any reason of the other than Grantee’s death, Disability Disability, Retirement, or Retirement of Employeetermination by the Company without Cause, then the number of Awarded all Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded granted hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall will be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employeeforfeited. (c) If EmployeeGrantee’s service or employment with the Company ceases prior to the Vesting Date due to death, Disability, Retirement, or an Affiliate terminates during termination by the Company without Cause, Grantee will become vested in a pro-rata portion of his or her Restricted Stock Units. That pro-rata portion will be determined by multiplying the number of Restricted Stock Units by a fraction equal to the portion of the Restricted Period that has transpired prior to such cessation of service or employment. Settlement for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of that become vested pursuant to this Section 2 4(c) will occur subject to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% terms of the then outstanding Awarded Plan on the first business day following the Vesting Date; provided, however, that in no event will settlement of Grantee’s Restricted Stock Units awarded hereunder shall vest and be made before the forfeiture restrictions applicable to them under this Agreement shall terminate, and date which is six months after the remaining 50% date of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes Grantee’s termination of this Agreement, employment if Grantee is a “409A Change in Controlspecified employee” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d409A(a)(2)(B)(i) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company Internal Revenue Code, or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employmentsuccessor provision.

Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows: (a) If The Performance Shares shall become Vested as follows: (i) in accordance with the provisions of Exhibit A and so long as the Employee remains continuously continues to be employed by the Company or an Affiliate from the Effective Date its Subsidiaries through the end of the Restricted Period“Vesting Date” (as defined in Exhibit A), the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent one or more of the percentage of vesting achieved under performance goals set forth in Exhibit A hereto are satisfied during the performance measure Performance Period (as defined in Exhibit A), (ii) in accordance with Section 2(c) if the Employee ceases to be employed by the Company and vesting schedule provisions of its Subsidiaries before the attached Schedule IVesting Date due to Employee’s death or Disability, or (iii) in accordance with Section 2(d) if the Employee ceases to be employed by the Company and any Awarded Restricted Stock Units that do not vest at its Subsidiaries before the end of the Restricted Period shall be forfeited by EmployeeVesting Date due to Retirement or a Change in Control Termination (each as defined below). (b) If Employee’s employment with is terminated prior to the Company Vesting Date for any reason other than Employee’s death, Disability, Retirement or a Change in Control Termination, Employee’s right to shares of Common Stock subject to the Award automatically shall terminate and be forfeited by Employee. The Committee shall have no discretion to waive all or part of the conditions, goals and restrictions applicable to the receipt of full or partial payment of an Affiliate terminates during Award except in the Restricted Period by reason case of the death, Disability or Retirement of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining Change in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end Control Termination of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment is terminated prior to the Vesting Date due to Employee’s death or Disability, then the Target Number of Performance Shares, together with the Company or an Affiliate terminates during number of Equivalent Performance Shares to be issued pursuant to Section 4 that are held in Employee’s notional account on the Restricted Period for any reason other date of termination, shall Vest on the date of such termination. Such shares shall be issued pursuant to Section 3(b) not later than 15 business days after the later of (i) the Employee’s date of termination of employment and (ii) if termination is due to death, Disability or Retirement receipt by the Company of Employee, all written notice of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 administrator’s or executor’s status and evidence satisfactory to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during Company to establish the Restricted Period, 50% validity of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% transfer of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection Vested shares and compliance with a change in the ownership any laws or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement regulations pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employmentsaid transfer.

Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (b) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of the death, Disability or Retirement of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to and the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any of such remaining number of Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 5066.7% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 5033.3% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment.

Vesting and Forfeiture. The Awarded Restricted Stock Units Except as otherwise provided in the Plan, this Agreement or any employment agreement between Participant and the Company (or any subsidiary thereof), the Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to being forfeited by Employee during forfeiture (“Vest”) on the Restricted Period specified date(s) and in the attached Schedule I amounts set forth in the Notice of Grant of Award (the “Restricted PeriodVest Date”) provided Participant remains an employee (“associate”), consultant or advisor of the Company (or any subsidiary thereof) from the Grant Date through the Vest Date as defined in the Notice of Grant of Award. This Grant will expire, in part or in whole as applicable, if Participant’s employment or other service relationship with Company (or any subsidiary thereof) ends before the Vest Date for any reason (other than on account of death or disability within period described below). In the event of the death or disability of Participant within the ninety (90) day period immediately preceding the Vest Date, and assuming Participant continuously served as an associate, consultant or advisor through the date of such death or disability, then the Aggregate RSU Consideration with respect to the RSUs scheduled to Vest on such Vest Date shall Vest on the date of such death or disability; otherwise the Award shall immediately terminate with respect to any then unvested RSUs and the remaining Aggregate RSU Consideration shall be forfeited to the Company upon such death or disability. In the event such Participant is terminated or resigns, then any unvested portion of the Award and unvested Aggregate RSU Consideration shall immediately terminate and shall vest in or be forfeited by Employee to the Company. Notwithstanding anything to the contrary, in the event of a “Change of Control” as follows: (a) If Employee remains continuously employed defined in the Plan, any Aggregate RSU Consideration that has not yet Vested shall continue to Vest according to the current vesting schedule and terms of this Award, but should Participant’s employment or engagement be terminated by the Company (or an Affiliate from the Effective Date through the end of the Restricted Periodany affiliate thereof), the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule Iother than for Cause, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. or should Participant resign for Good Reason (b) If Employeeas defined in Participant’s employment agreement with the Company (or an Affiliate terminates during any affiliate thereof) or in the Restricted Period by reason Company’s then current Enhanced Severance Pay Plan), prior to the first Vest Date, such portion of the deathremaining Aggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately upon such termination and the remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement, Disability or Retirement of Employee, then the “Prorated Aggregate RSU Consideration” shall be equal to (i) the number of Awarded Restricted Stock Units equal unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the total number of Awarded Restricted Stock Units awarded hereunder Vest Date immediately following the termination date, multiplied by (ii) a fraction, fraction (iA) the numerator of which is the number of calendar months remaining in days that have elapsed from the Restricted Period that end after the date of EmployeeGrant Date through and including Participant’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirementdate, and (iiB) the denominator of which is 36365, such that the Prorated Aggregate RSU Consideration shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject equal to the forfeiture restrictions applicable Aggregate RSU Consideration that would have Vested on the Vest Date immediately following the termination date, but pro-rated to them under this Agreement which shall terminate at reflect the end period of time employed between the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest Grant Date and the forfeiture restrictions applicable to them under this Agreement shall terminate, and Vest Date following the remaining 50% of termination date. If the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee between Participant and the Company (or an Affiliate shall cause an Awarded Restricted Stock Unit any subsidiary thereof) contains terms relating to vest in connection accelerated Vesting of equity awards, including RSUs, that conflict with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes terms of this Agreementaward, transfers the terms of employment without interruption this award control and no accelerated Vesting of service between or among equity awards will occur for the Company and any of its Affiliates shall not be considered a termination of employmentequity granted in this award.

Vesting and Forfeiture. The Awarded Restricted Stock Units Except as otherwise provided in the Plan, this Agreement or any employment agreement between Participant and the Company (or any subsidiary thereof), the Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to being forfeited by Employee during forfeiture ("Vest") upon the Restricted Period specified achievement of the objective performance goals set forth in the attached Schedule I Notice of Grant of Award, subject to the restrictions set forth in the Notice of Grant of Award (the “Restricted Period”"Vest Date") provided Participant remains an employee ("associate"), consultant or advisor of the Company (or any subsidiary thereof) from the Grant Date through the Vest Date. This Grant will expire, in part or in whole as applicable, if achievement of the objective performance goals as set forth in the Notice of Grant of Award is not completed by the Vest Date. Should Participant's employment or engagement terminate, for any reason, then all Aggregate RSU Consideration that has not Vested as of such date of termination shall immediately terminate and shall vest in or be forfeited by Employee to the Company. Notwithstanding anything to the contrary, in the event of a "Change of Control" as follows: defined in the Plan: (ai) If Employee remains continuously employed the applicable performance goals with respect to any performance period that has not completed as of the Change of Control will be deemed achieved at the greater of "at-target" levels or levels based on actual achievement of pro-rated performance goals through the closing of the Change of Control, and this Award will then remain subject to vesting based on continued employment or engagement through the Vest Date and (ii) should Participant’s employment or engagement be terminated by the Company (or an Affiliate from the Effective Date through the end of the Restricted Periodany affiliate thereof), the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule Iother than for Cause, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. or should Participant resign for Good Reason (b) If Employeeas defined in Participant’s employment agreement with the Company (or an Affiliate terminates during any affiliate thereof) or in the Restricted Period by reason Company’s then current Cerner Associate Severance Pay Plan), within twelve (12) months following the Grant Date, such portion of the deathAggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately upon such termination and the remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement, Disability or Retirement of Employee, then the "Prorated Aggregate RSU Consideration" shall be equal to (i) the number of Awarded Restricted Stock Units equal unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the total number Vest Date (after taking into account the extent to which performance was achieved or deemed achieved as of Awarded Restricted Stock Units awarded hereunder the closing of the Change of Control), multiplied by (ii) a fraction, fraction (iA) the numerator of which is the number of calendar months remaining in days that have elapsed from the Restricted Period that end after the date of EmployeeGrant Date through and including Participant’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirementdate, and (iiB) the denominator of which is 361,096, such that the Prorated Aggregate RSU Consideration shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject equal to the forfeiture restrictions applicable Aggregate RSU Consideration that would have Vested on the Vest Date immediately following the termination date, but pro-rated to them under this Agreement which shall terminate at reflect the end period of time employed between the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest Grant Date and the forfeiture restrictions applicable to them under this Agreement shall terminate, and Vest Date. If the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership employment or effective control of the Company executive severance or a change in the ownership of the assets of the Company, and that no provision of any plan, employment similar agreement or other agreement or arrangement pertaining to Employee between Participant and the Company (or an Affiliate shall cause an Awarded Restricted Stock Unit any subsidiary thereof) contains terms relating to vest in connection accelerated Vesting of equity awards, including RSUs, that conflict with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes terms of this Agreementaward, transfers the terms of employment without interruption this award control and no accelerated Vesting of service between or among equity awards will occur for the Company and any of its Affiliates shall not be considered a termination of employmentequity granted in this award.

Vesting and Forfeiture. The Awarded Restricted Stock Units shall So long as the Employee continues to be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from its Subsidiaries, the Effective Date through Restricted Stock shall become 100% vested and non-forfeitable upon the end earliest to occur of (i) the third anniversary of the Restricted PeriodGrant Date (the “Vesting Date”), (ii) the Employee ceasing to be employed due to Employee's death or Disability, or (iii) the occurrence of a Change in Control other than any Change in Control arising out of the transactions contemplated by the Merger Agreement, dated as of December 4, 2011, among Entergy Corporation, Mid South TransCo LLC, the Awarded Company and Ibis Transaction Subsidiary LLC (the “Merger Agreement”). The Committee has irrevocably determined not to, and shall not (and shall not permit the Board to), exercise any right it may have under the Plan, including without limitation under such Section 9.2(c), to determine that the Restricted Stock Units shall vest and not become immediately 100% vested upon a Change in Control other than any Change in Control in connection with any transaction contemplated by the forfeiture restrictions applicable to them under this Agreement shall terminate Merger Agreement. For the avoidance of doubt, the parties agree that, notwithstanding any other provision herein to the extent of contrary, neither the percentage timing of vesting achieved under or payment nor the performance measure and vesting schedule provisions number of shares of Common Stock subject to the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period Award shall be forfeited affected by Employee. (b) the transactions contemplated by the Merger Agreement. If Employee’s 's employment with the Company or an Affiliate terminates during the Restricted Period by is terminated for any reason of the other than Employee's death, Disability or Retirement prior to the Vesting Date or a Change in Control, Employee's right to shares of Employee, then Common Stock subject to the number of Awarded Restricted Stock Units equal Award that are not yet vested automatically shall terminate and be forfeited by Employee unless the Committee, in the exercise of its authority under the Plan, modifies the Vesting Date in connection with such termination. If Employee's employment is terminated due to Employee's Retirement prior to the total number of Awarded Vesting Date or a Change in Control, the Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator shall become vested in increments of which is the number 33 1/3% of calendar months remaining such shares in the Restricted Period that end after respect of each one year anniversary of the date of Employee’s this Agreement prior to the date of such termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment.unvested

Vesting and Forfeiture. a) The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, Shares in accordance with the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of set forth in the attached Schedule IGrant Notice; provided, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. that, subject to paragraphs (b) If – (d) below, in the event the Employee incurs a Termination of Employment, the Employee’s employment with the Company or an Affiliate terminates during right to vest in the Restricted Period Shares and to receive the Shares related thereto shall terminate effective as of the date of such Termination of Employment and the Employee shall have no further rights to such Restricted Shares. b) In the event of a Termination of Employment prior to a Vesting Date by reason of the death, Disability or Retirement death of the Employee, all of the Restricted Shares not yet vested shall vest and become transferable and nonforfeitable on the Termination Date. c) In the event of a Termination of Employment prior to a Vesting Date by reason of the Disability of the Employee, a portion of the then unvested Restricted Shares shall vest and become transferable and nonforfeitable on the number of Awarded Termination Date, such portion (rounded up to the nearest full Restricted Stock Units Share) to be equal to the sum for each remaining Vesting Date of (i) the total number of Awarded Restricted Stock Units awarded hereunder Shares which would vest on such Vesting Date multiplied by (ii) a fraction, (iA) the numerator of which is shall be the number of full calendar months remaining in between the Restricted Period that end after Grant Date and the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, Termination Date and (iiB) the denominator of which is 36, shall be forfeited by Employee. The remaining the number of Awarded Restricted Stock Units awarded hereunder shall vest subject to full calendar months between the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure Grant Date and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employeesuch Vesting Date. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means Employee acknowledges that upon a Change in Control (as defined in prior to a Vesting Date, Article 11 of the PlanPlan shall govern. e) that also is a change in control event within Any Restricted Shares not vested on the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions Termination Date shall be immediately forfeited without consideration. f) Notwithstanding any other provision of this Agreement (including without limitation Section 2(d2 above): (i) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest The Employee is ultimately liable and responsible for all taxes owed in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the CompanyRestricted Stock, and that no provision regardless of any plan, employment agreement action Omnicom or other agreement or arrangement pertaining any Omnicom Affiliate takes with respect to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest any tax withholding obligations that arise in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vestingRestricted Stock. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and Neither Omnicom nor any of its Affiliates makes any representation or undertaking regarding the treatment of any tax associated with the awarding or vesting of the Restricted Stock or the subsequent sale of vested Shares. Omnicom and its Affiliates do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Employee’s tax liability. (ii) Prior to any event in connection with the Restricted Stock (e.g., vesting) that Omnicom determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), the Employee shall not make arrangements satisfactory to Omnicom for the satisfaction of any Tax Withholding Obligation that arise in connection with his/her Restricted Stock, including, without limitation, by electing to have the administrator of the Plan withhold a portion of the vested Shares on the Vesting Date in payment of the relevant withholding taxes or maintaining sufficient cash in Employee’s Brokerage Account for payment of the relevant withholding taxes. In the event Shares are withheld for the satisfaction of any Tax Withholding Obligation, the number of Shares to be considered withheld shall equal the quotient of (A) the amount of the Tax Withholding Obligation, and (B) the Fair Market Value of the Shares on the Vesting Date. g) Omnicom may refuse to issue any shares of Stock to the Employee until such Employee satisfies the Tax Withholding Obligation. To the maximum extent permitted by law, Omnicom has the right to retain without notice from shares of Stock transferable upon vesting or from salary payable to the Employee, shares of Stock or cash having a termination of employmentvalue sufficient to satisfy the Tax Withholding Obligation.

Vesting and Forfeiture. The Awarded Restricted Stock Units Except as otherwise provided in the Plan, this Agreement or any employment agreement between Participant and the Company (or any subsidiary thereof), the Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to being forfeited by Employee during forfeiture ("Vest") on the Restricted Period specified date(s) and in the attached Schedule I amounts set forth in the Notice of Grant of Award (the “Restricted Period”"Vest Date") provided Participant remains an employee ("associate"), consultant or advisor of the Company (or any subsidiary thereof) from the Grant Date through the Vest Date as defined in the Notice of Grant of Award. This Grant will expire, in part or in whole as applicable, if Participant's employment or other service relationship with Company (or any subsidiary thereof) ends before the Vest Date for any reason (other than on account of death or disability within period described below). In the event of the death or disability of Participant within the ninety (90) day period immediately preceding the Vest Date, and assuming Participant continuously served as an associate, consultant or advisor through the date of such death or disability, then the Aggregate RSU Consideration with respect to the RSUs scheduled to Vest on such Vest Date shall Vest on the date of such death or disability; otherwise the Award shall immediately terminate with respect to any then unvested RSUs and the remaining Aggregate RSU Consideration shall be forfeited to the Company upon such death or disability. In the event such Participant is terminated or resigns, then any unvested portion of the Award and unvested Aggregate RSU Consideration shall immediately terminate and shall vest in or be forfeited by Employee to the Company. Notwithstanding anything to the contrary, in the event of a "Change of Control" as follows: (a) If Employee remains continuously employed defined in the Plan, any Aggregate RSU Consideration that has not yet Vested shall continue to Vest according to the current vesting schedule and terms of this Award, but should Participant’s employment or engagement be terminated by the Company (or an Affiliate from the Effective Date through the end of the Restricted Periodany affiliate thereof), the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule Iother than for Cause, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. or should Participant resign for Good Reason (b) If Employee’s as defined in Participant's employment agreement with the Company (or an Affiliate terminates during any affiliate thereof) or in the Restricted Period by reason Company's then current Enhanced Severance Pay Plan), prior to the first Vest Date, such portion of the deathremaining Aggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately upon such termination and the remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement, Disability or Retirement of Employee, then the "Prorated Aggregate RSU Consideration" shall be equal to (i) the number of Awarded Restricted Stock Units equal unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the total number of Awarded Restricted Stock Units awarded hereunder Vest Date immediately following the termination date, multiplied by (ii) a fraction, fraction (iA) the numerator of which is the number of calendar months remaining in days that have elapsed from the Restricted Period that end after the date of EmployeeGrant Date through and including Participant’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirementdate, and (iiB) the denominator of which is 36365, such that the Prorated Aggregate RSU Consideration shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject equal to the forfeiture restrictions applicable Aggregate RSU Consideration that would have Vested on the Vest Date immediately following the termination date, but pro-rated to them under this Agreement which shall terminate at reflect the end period of time employed between the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest Grant Date and the forfeiture restrictions applicable to them under this Agreement shall terminate, and Vest Date following the remaining 50% of termination date. If the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee between Participant and the Company (or an Affiliate shall cause an Awarded Restricted Stock Unit any subsidiary thereof) contains terms relating to vest in connection accelerated Vesting of equity awards, including RSUs, that conflict with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes terms of this Agreementaward, transfers the terms of employment without interruption this award control and no accelerated Vesting of service between or among equity awards will occur for the Company and any of its Affiliates shall not be considered a termination of employmentequity granted in this award.

Vesting and Forfeiture. The Awarded a. All shares of Restricted Stock Units shall be subject to being forfeited by Employee this Award will be unvested unless and until they become vested and nonforfeitable in accordance with this Section 2. The period during the which shares of Restricted Period specified in the attached Schedule I (Stock are not vested is referred to herein as the “Restricted Period” and the Restricted Period with respect to the shares of Restricted Stock granted hereunder will expire as of the Vesting Date. Subject to the terms and conditions of this Agreement, the shares of Restricted Stock will become vested and nonforfeitable as of the six (6) month anniversary of the Grant Date (which date shall be referred to herein as the “Vesting Date”), and shall vest provided in or be forfeited by Employee any case, that the Grantee’s Termination Date has not occurred prior to the Vesting Date. b. Except as follows: (a) If Employee remains continuously employed otherwise determined by the Company Board or an Affiliate from the Effective Date through Committee in the end exercise of its discretion under the Plan and except as otherwise expressly provided in this Agreement, any shares of Restricted Stock that are not vested and nonforfeitable as of the Restricted Period, Grantee’s Termination Date will be immediately forfeited and the Awarded Grantee will have no further rights under or with respect to such shares of Restricted Stock Units shall vest and the forfeiture restrictions applicable Company will have no further obligations to them the Grantee under this Agreement shall terminate to Agreement. c. Notwithstanding the extent provisions of subsection 2(a) or 2(b), except as otherwise provided herein or as provided by the percentage of vesting achieved Board or Committee in accordance with its authority under the performance measure and vesting schedule provisions of Plan, in the attached Schedule I, and any Awarded Restricted Stock Units event that do not vest at the Grantee’s Termination Date occurs prior to the end of the Restricted Period shall be forfeited by Employee. (b) If Employee’s employment with due to his or her not standing for re-election to the Company Board or an Affiliate terminates during the Restricted Period by reason his or her death or Disability, as of the deathTermination Date, Disability or Retirement the Grantee will be vested in that number of Employee, then shares of Restricted Stock equal to the pro rata portion (based on the number of Awarded Restricted Stock Units equal Board meetings attended by the Grantee between the Grant Date and the Termination Date (including any meeting occurring on the Termination Date) as compared to the total number of Awarded meetings scheduled for the calendar year in which the Termination Date occurs) of the shares of Restricted Stock Units awarded hereunder multiplied by a fraction, (i) that would have become vested as of the numerator Vesting Date had his or her Termination Date not occurred prior to the Vesting Date. All other shares of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall Stock will be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end as of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by EmployeeGrantee’s Termination Date. (c) If Employee’s employment with d. In the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if event that a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be Exhibit A attached hereto will apply to the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control vesting of the Company or a change in the ownership shares of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employmentStock.

Vesting and Forfeiture. a) The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, Shares in accordance with the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of set forth in the attached Schedule IGrant Notice; provided, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. that, subject to paragraphs (b) If – (d) below, in the event the Employee incurs a Termination of Employment, the Employee’s employment with the Company or an Affiliate terminates during right to vest in the Restricted Period Shares and to receive the Shares related thereto shall terminate effective as of the date of such Termination of Employment and the Employee shall have no further rights to such Restricted Shares. b) In the event of a Termination of Employment prior to a Vesting Date by reason of the death, Disability or Retirement death of the Employee, all of the Restricted Shares not yet vested shall vest and become transferable and nonforfeitable on the Termination Date. c) In the event of a Termination of Employment prior to a Vesting Date by reason of the Disability of the Employee, a portion of the then unvested Restricted Shares shall vest and become transferable and nonforfeitable on the number of Awarded Termination Date, such portion (rounded up to the nearest full Restricted Stock Units Share) to be equal to the sum for each remaining Vesting Date of (i) the total number of Awarded Restricted Stock Units awarded hereunder Shares which would vest on such Vesting Date multiplied by (ii) a fraction, (iA) the numerator of which is shall be the number of full calendar months remaining in between the Restricted Period that end after Grant Date and the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, Termination Date and (iiB) the denominator of which is 36, shall be forfeited by Employee. The remaining the number of Awarded Restricted Stock Units awarded hereunder shall vest subject to full calendar months between the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure Grant Date and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employeesuch Vesting Date. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means Employee acknowledges that upon a Change in Control prior to a Vesting Date, Article 11 of the Plan shall govern. e) Any Restricted Shares not vested on the Termination Date shall be forfeited and Omnicom shall repurchase such Restricted Shares from the Employee or the Employee’s legal representative at a price equal to the product of (as defined in i) the Planpar value of such Restricted Shares multiplied by (ii) that also is a change in control event within the meaning number of U.S. TreasRestricted Shares being repurchased. Reg. section 1.409A-3(i)(5). The parties expressly agree that Omnicom shall pay or cause to be paid such amount to the provisions Employee or the Employee’s legal representative no later than 60 days following the Termination Date. f) Notwithstanding any other provision of this Agreement (including without limitation Section 2(d2 above): (i) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest The Employee is ultimately liable and responsible for all taxes owed in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the CompanyRestricted Stock, and that no provision regardless of any plan, employment agreement action Omnicom or other agreement or arrangement pertaining any Omnicom Affiliate takes with respect to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest any tax withholding obligations that arise in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vestingRestricted Stock. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and Neither Omnicom nor any of its Affiliates makes any representation or undertaking regarding the treatment of any tax associated with the awarding or vesting of the Restricted Stock or the subsequent sale of vested Shares. Omnicom and its Affiliates do not commit and are under no obligation to structure the Restricted Stock to reduce or eliminate the Employee’s tax liability. (ii) Prior to any event in connection with the Restricted Stock (e.g., vesting) that Omnicom determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), the Employee shall not make arrangements satisfactory to Omnicom for the satisfaction of any Tax Withholding Obligation that arise in connection with his/her Restricted Stock, including, without limitation, by electing to have the administrator of the Plan withhold a portion of the vested Shares on the Vesting Date in payment of the relevant withholding taxes or maintaining sufficient cash in Employee’s Brokerage Account for payment of the relevant withholding taxes. In the event Shares are withheld for the satisfaction of any Tax Withholding Obligation, the number of Shares to be considered withheld shall equal the quotient of (A) the amount of the Tax Withholding Obligation, and (B) the Fair Market Value of the Shares on the Vesting Date. g) Xxxxxxx may refuse to issue any shares of Stock to the Employee until such Employee satisfies the Tax Withholding Obligation. To the maximum extent permitted by law, Xxxxxxx has the right to retain without notice from shares of Stock transferable upon vesting or from salary payable to the Employee, shares of Stock or cash having a termination of employmentvalue sufficient to satisfy the Tax Withholding Obligation.

Vesting and Forfeiture. The Except as provided in Section 3 of this Agreement, the Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Performance Period specified (as defined in the attached Schedule I) to the extent not earned in accordance with the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate a Subsidiary from the Effective Grant Date through the end of the Restricted Performance Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Performance Period shall be forfeited by Employee. (b) If Employee’s employment with the Company or an Affiliate and the Subsidiaries terminates during the Restricted Performance Period by reason of the death, Disability death or Retirement of EmployeeDisability, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder shall vest upon the termination date. (c) If Employee’s employment with the Company and the Subsidiaries terminates during the Performance Period by reason of Retirement, then the number of Awarded Restricted Stock Units awarded hereunder equal to the number of Awarded Restricted Stock Units multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Performance Period that end after the date of Employee’s termination of employment with the Company or an Affiliate a Subsidiary by reason of death, Disability or Retirement, and (ii) the denominator of which is 36the total number of months that comprise the Performance Period (as specified in the attached Schedule I), shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Performance Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Performance Period shall be forfeited by Employee. (cd) If Employee’s employment with the Company or an Affiliate and the Subsidiaries terminates during the Restricted Performance Period for any reason other than the death, Disability or Retirement of EmployeeRetirement, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (de) The foregoing provisions of this Section 2 to the contrary notwithstanding, if Employees’ employment with the Company and the Subsidiaries terminates on or within the 24 month period following a 409A Change in Control by reason of (as defined belowi) occurs during the Restricted Periodtermination of Employee’s employment by the Company or a Subsidiary other than for Cause, 50or (ii) Employee’s termination of Employee’s employment for Good Reason, then, to the extent not already vested in accordance with this Section 2, 100% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control . (as defined in the Planf) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment. (g) For purposes of this Agreement:

Vesting and Forfeiture. (a) On the date hereof, 100,000 of the WPX Incentive Distribution Units will fully vest and become entitled to distributions and all other rights and privileges of Vested Incentive Distribution Units set forth herein and the Partnership Agreement. The Awarded Restricted Stock remaining 200,000 of the WPX Incentive Distribution Units shall be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted PeriodInitial Unvested Incentive Distribution Units”)) will remain unvested until such Incentive Distribution Units vest or are forfeited, and each as provided herein. Any Initial Unvested Incentive Distribution Units which have not been forfeited as provided under Section 2.1(b) shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed ratably at a rate of 10,000 Incentive Distribution Units per $35.5 million of additional Acquisition Value paid by the Company Partnership or an Affiliate from the Effective Date through the end any Group Member. Upon such vesting, such Incentive Distribution Units will become entitled to distributions and all other rights and privileges of the Restricted Period, the Awarded Restricted Stock Vested Incentive Distribution Units shall vest set forth herein and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee.Partnership Agreement (b) If Employee’s employment with Except to the Company or an Affiliate terminates during the Restricted Period by reason extent Incentive Distribution Units have previously vested pursuant to Section 2.1(a), and subject to Section 2.1(c), upon each of the death, Disability or Retirement next three anniversary dates of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date hereof, 66,666 (or on the third anniversary of Employee’s termination date hereof, 66,668) of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall Initial Unvested Incentive Distribution Units will be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to WPX (the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee“Annual Forfeiture Amount”). (c) If Employee’s employment To the extent Initial Unvested Incentive Distribution Units vest during a Vesting Period in accordance with the Company or Section 2.1(a) in an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all amount in excess of the Awarded Restricted Stock Units shall Annual Forfeiture Amount with respect to such Vesting Period, such excess will first be forfeited applied to reduce the Annual Forfeiture Amount with respect to the next Vesting Period by Employeethe amount of such excess and then, to the extent applicable, to reduce the Annual Forfeiture Amount with respect to the last Vesting Period. (d) The foregoing provisions of this Section 2 All fractional Incentive Distribution Units resulting from vesting or forfeiture pursuant to the contrary notwithstanding, if a 409A Change in Control (as defined belowSections 2.1(a) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d2.1(b) shall be rounded to the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in nearest whole number to the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employmentextent available.

Vesting and Forfeiture. (a) The Awarded Restricted Stock Units Shares, if not forfeited earlier pursuant to Section 3(c) or vested earlier pursuant to Section 3(c) or 3(d), shall be subject to being forfeited by Employee during vest on the Restricted Period specified in first anniversary of the attached Schedule I Grant Date (the “Restricted PeriodVesting Date”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (b) If Employee’s employment with Except as otherwise specifically provided herein, no Restricted Shares shall become vested unless the Grantee is on the Vesting Date, and since the Grant Date has continuously been, providing services to the Company or an Affiliate terminates during and its Affiliates. (c) If the Grantee ceases to provide services to the Company, any then outstanding and unvested Restricted Shares acquired by the Grantee hereunder shall be automatically and immediately forfeited for no consideration; provided, however, that in the event that the Grantee ceases to provide services to the Company prior to the Restricted Period by reason Shares becoming vested on account of the death, Disability Grantee’s (i) death or Retirement of Employee(ii) Disability, then a prorated portion of the number Grantee’s unvested Restricted Shares shall vest on the date of Awarded Restricted Stock Units equal such termination of service and shall not be forfeited, with such prorated portion to be the total number product of Awarded Restricted Stock Units awarded hereunder multiplied by (A) a fraction, (i) the numerator of which is the number of calendar months remaining in days that the Restricted Period that end after Grantee provided services during the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, one-year vesting period and (ii) the denominator of which is 36, shall be forfeited 365 multiplied by Employee. The remaining (B) the number of Awarded unvested Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by EmployeeShares. (d) In the event of a Covered Transaction, unvested outstanding Restricted Shares shall immediately vest. (e) The foregoing provisions of this Section 2 Grantee hereby (i) appoints the Company as the Grantee’s attorney-in-fact to the contrary notwithstanding, if take such actions as may be necessary or appropriate to effectuate a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% transfer of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the record ownership of the assets of any Restricted Shares that are granted or forfeited hereunder, (ii) agrees to deliver to the Company, and that no provision as a precondition to the issuance of any plancertificate or certificates with respect to any Restricted Shares granted hereunder, employment agreement one or more stock powers, endorsed in blank, with respect to such Restricted Shares, and (iii) agrees to sign such other agreement or arrangement pertaining to Employee powers and take such other actions as the Company or an Affiliate shall cause an Awarded Restricted Stock Unit may reasonably request to vest in connection with a change in accomplish the ownership or effective control of transfer to the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employmentunvested Restricted Shares that are forfeited hereunder.

Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified (a) Except as provided in Sections 1(b), 1(c), 4 and 5 of this Agreement, your interest in the attached Schedule I RSU Award will vest and the Award Shares will become issuable [Time Vesting] [on ] or [in ( ) as equal as possible installments on each of the anniversaries after the Grant Date (rounding down to the nearest whole Share on the vesting date(s), if necessary)] OR [Performance-Based Vesting] [Upon satisfaction of the performance goal set forth [below/in Exhibit A to this Agreement] (the “Restricted Performance Goal”), as determined by the Committee as soon as practicable after completion of the performance period set forth therein (the “Performance Period”), and shall vest but in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end any event not later than [[December 15] of the Restricted Periodcalendar year in which the Performance Period ends/March 15 of the calendar year following the calendar year in which the Performance Period ends] (the date the Committee so determines, the Awarded Restricted Stock Units “Determination Date”). [The Performance Goal is ]. Except as provided in Section 5 of this Agreement, this RSU Award shall vest be cancelled and you shall forfeit all rights to the Award Shares subject to this RSU Award and otherwise have no rights hereunder, except those Award Shares that had been previously issued pursuant to this Section 1(a), if either (i) the Determination Date does not occur or (ii) the Committee determines on the Determination Date that the Performance Condition has not been satisfied. If you are a Covered Employee, it is intended that all payments of Award Shares under this RSU Award constitute “qualified performance-based compensation” within the meaning Section 162(m) of the Code and the forfeiture restrictions applicable Plan. This RSU Award is to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure be construed and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employeeadministered in a manner consistent with such intent.] (b) If Employee’s your employment or other service with Toro or any Affiliate or Subsidiary, as the Company or an Affiliate terminates during the Restricted Period case may be, is terminated by reason of your death or Disability before your interest in all of the death, Disability or Retirement of EmployeeAward Shares subject to this Award has vested and become issuable under Section 1(a), then you will forfeit all of the number of Awarded Restricted Stock Units equal Award Shares subject to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after this RSU Award on the date of Employee’s termination of your employment or other service with Toro or any Affiliate or Subsidiary, as the Company or an Affiliate by reason of deathcase may be, Disability or Retirementso terminates, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject except those Award Shares that had been previously issued pursuant to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by EmployeeSection 1(a). (c) If Employee’s your employment or other service with Toro or any Affiliate or Subsidiary, as the Company or an Affiliate terminates during the Restricted Period case may be, is terminated for any reason other than the death, your death or Disability or Retirement of Employee, before your interest in all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of Award Shares subject to this RSU Award has vested and become issuable under Section 2 to the contrary notwithstanding1(a), if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% then you will forfeit all of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and Award Shares subject to this RSU Award on the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, date your employment agreement or other agreement service with Toro or arrangement pertaining any Affiliate or Subsidiary, as the case may be, so terminates, except those Award Shares that had been previously issued pursuant to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment1(a).

Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end The shares of the Restricted Period, the Awarded Restricted Common Stock Units shall vest and the forfeiture restrictions applicable to them granted under this Agreement shall terminate to vest in one or more installments when the extent of conditions specified in the percentage of vesting achieved under Grant Notice are satisfied, unless the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be shares are previously forfeited by Employeeas provided below. (b) If Employee’s employment with the Company or an Affiliate Participant's Service terminates during the Restricted Period by for any reason of the other than death, Disability or Retirement of EmployeePermanent Disability, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36Participant shall forfeit any shares that have not vested when the Participant's Service terminates, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to except as provided in the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by EmployeeGrant Notice. (c) If Employee’s employment with the Company or an Affiliate Participant's Service terminates during as a result of the Restricted Period for any reason other than the Participant's death, Disability or Retirement the shares of Employee, all Common Stock granted under this Agreement that have not vested when the Participant dies shall remain outstanding until the earlier of (i) the expiration of the Awarded Restricted Stock Units shall be forfeited by Employeetwelve (12)- month period measured from the date of the Participant's death or (ii) the date on which the grant expires. (d) The foregoing provisions of this Section 2 to If the contrary notwithstanding, if Participant's Service terminates as a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% result of the then outstanding Awarded Restricted Participant's Permanent Disability, the shares of Common Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them granted under this Agreement that have not vested when the Participant becomes Permanently Disabled shall terminateremain outstanding until the earlier of (i) the expiration of the twelve (12)- month period measured from the date the Participant becomes Permanently Disabled or (ii) the date on which the grant expires. (e) If the Participant's Service terminates as a result of the Participant's Retirement, the shares of Common Stock granted under this Agreement that have not vested when the Participant Retires shall remain outstanding until the date the grant expires. (f) The Participant shall immediately surrender any forfeited shares to the Corporation for cancellation, and shall have no further stockholder rights with respect to those shares. To the remaining 50% extent the Participant paid cash or cash equivalent for the shares when they were awarded, the Corporation shall return to the Participant the consideration paid for the surrendered shares (or, if less, the fair market value of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For shares on the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5date when they are surrendered). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment.

Vesting and Forfeiture. The Awarded Restricted Stock Units As of the Date of Grant, 100% of the Option is unvested. Subject to the Participant’s continuous full-time employment with, directorship with, or engagement to provide services to the Company and its Subsidiaries (collectively, such employment, directorship and/or provision of services, “Continuous Service”) on the applicable vesting date and further subject to any acceleration of vesting as set forth herein, (a) the unvested Option shall vest as to 25% of the underlying Option Shares on the date that is 12 months after the Vesting Start Date (as defined below); and (b) the remaining unvested Options shall vest as to 1/36th of the underlying Option Shares on each of the next 36 monthly anniversaries of the date that is 12 months after the Vesting Start Date, such that the Option shall be subject to being forfeited by Employee during vested in its entirety on the Restricted Period specified date that is 48 months after the Vesting Start Date. For purposes of this Agreement, the “Vesting Start Date” is [INSERT VESTING COMMENCEMENT DATE]. If the Participant’s Continuous Service terminates for any reason [(except as described in the attached Schedule I proviso to this sentence)]3, the Participant shall forfeit all right, title, and interest in and to any unvested portion of the Option as of the date of such termination, and such unvested portion of the Option shall be cancelled without further consideration or any act or action by the Participant [; except that in the event a Change in Control of the Company as defined in the Plan occurs (1) after the “Restricted Period”Participant has successfully completed six months of Active full-time employment with the Company (or its Subsidiaries), and shall vest in or be forfeited by Employee as follows: (a2) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (b) If EmployeeParticipant’s employment with the Company (or an Affiliate terminates during its Subsidiaries) is terminated by the Restricted Period by reason Company (or its Subsidiaries) without cause within twelve months after the Change in Control, that portion of the deathAward which would, Disability or Retirement of Employeebut for the Participant’s termination, then have vested within the number of Awarded Restricted Stock Units equal to 12 months following the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after termination will vest immediately on the date of Employee’s termination]4. In addition, the Participant shall forfeit all right, title, and interest in and to any outstanding portion of the Option that has vested upon the earliest to occur of the following circumstances: (x) immediately upon termination of employment Participant’s Continuous Service if such termination is for Cause; or (y) following termination of the Participant’s Continuous Service if the Participant breaches any of Participant’s post-termination covenants in any agreement between the Participant and the Company (or its Subsidiaries). If the Participant’s Continuous Service is terminated involuntarily, the Participant’s Continuous Service immediately ceases and vesting immediately ceases on the date that the Participant is provided with notice of termination. Vesting will not continue even if the Participant continues to receive compensatory payments or pay in lieu of working notice from the Company or an Affiliate its Subsidiaries. If the Participant’s Continuous Service is terminated voluntarily by reason the Participant delivering a notice of deathresignation, Disability or Retirement, the Participant’s Continuous Service ceases and (ii) vesting immediately ceases on the denominator date specified in such resignation notice as the last day of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end work of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by EmployeeParticipant. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment.

Vesting and Forfeiture. The Awarded Restricted Stock (a) Until the second anniversary of the Effective Date (the “Performance Date”), the Phantom Units and Dividend Equivalents shall be subject to being forfeited by Employee during the Restricted Period specified as provided in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows:this Agreement. (ab) If Employee remains continuously employed by the Company or an Affiliate from until the Effective Performance Date through the end of the Restricted Periodand Employee has received an aggregate “satisfactory” performance rating, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited as determined by Employee. (b) If Employee’s employment with the Company or in its sole discretion, for the two-year period ending on the Performance Date, then on the Performance Date the Phantom Units and Dividend Equivalents shall become fully vested. If Employee fails to receive an Affiliate terminates during the Restricted Period by reason of the death, Disability or Retirement of Employeeaggregate “satisfactory” performance rating for such two-year period, then the number of Awarded Restricted Stock Phantom Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, Dividend Equivalents shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be immediately forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during prior to the Restricted Period Performance Date by reason of Employee’s death or Disability, then on the date of such termination of employment the Phantom Units and Dividend Equivalents shall become fully vested. Subject to Section 3(d) below, if Employee’s employment with the Company or an Affiliate terminates prior to the Performance Date for any reason other than Employee’s death or Disability, then on the death, Disability or Retirement date of Employee, such termination of employment all of the Awarded Restricted Stock Phantom Units and Dividend Equivalents shall be forfeited by Employee. (d) The foregoing In accordance with the provisions of this Section 2 to 17 of the contrary notwithstandingPlan, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in occurs prior to the Plan) that also Performance Date and while Employee is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means employed by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in and is followed by the ownership or effective control termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a change Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, then on the ownership date of such termination of employment the assets of the Company unless this Section 2(dPhantom Units and Dividend Equivalents shall become fully vested. (e) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment. (f) For the purposes of this Agreement, “Vesting Date” means the earliest date upon which the Phantom Units and Dividend Equivalents vest pursuant to Sections 3(b), (c) and (d) above.

Vesting and Forfeiture. The Awarded Restricted Stock Units So long as the Performance Goal, which is Cumulative Adjusted EPS (as defined below), is met or exceeded for the three-year Performance Cycle beginning January 1, 20__ and ending December 31, 20__, the Performance Shares shall be subject to being forfeited by Employee during vest on the Restricted Period specified in last day of the attached Schedule I Performance Cycle (the “Restricted PeriodVesting Date”), and shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate subject to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (b) If EmployeeParticipant’s continued employment with the Company or an Affiliate terminates during any Subsidiary through the Restricted Period by reason of Vesting Date, based on the death, Disability or Retirement of Employee, then following vesting formula: the number of Awarded Restricted Stock Units equal to Performance Shares that vests on the total number of Awarded Restricted Stock Units awarded hereunder multiplied Vesting Date will be determined by a fraction, (i) multiplying the numerator Target Number of which is Shares plus the number of calendar months remaining in additional Target Dividend Shares credited to the Restricted Period that end after the date Participant pursuant to Section 5 of Employee’s termination of employment with the Company or an Affiliate this Award Agreement by reason of death, Disability or Retirement, and (ii) the denominator “Payout Multiple” derived from the chart below, with linear interpolation between Cumulative Adjusted EPS achievement points with corresponding Payout Multiple points: For purposes of the forgoing chart, the Cumulative Adjusted EPS means the sum of Adjusted Earnings per Share (positive or negative) for each fiscal year during the Performance Cycle. The determination of the number of Performance Shares that vest will be certified by the Administrator as soon as reasonably practicable following the Vesting Date, but in no event later that 10 business days following the release of earnings by the Company for the Company’s 20__ fiscal year. Adjusted Earnings per Share is calculated as Adjusted Earnings divided by the Adjusted Share Count. Adjusted Earnings is defined as income (loss) from continuing operations before: amortization expense; 401(k) Plan corrective contribution; impairment of software and other related costs; non-cash impairment of property and equipment (including non-cash asset impairment charges of any kind); restructuring charges; gain on sale of Merry Maids branches; loss on extinguishment of debt; other expense (which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end earnings impact of the Restricted Period to U.S. Virgin Islands and Florida (Sunland) matters); investment gain (loss); income and expense resulting from unusual or infrequent items as determined under accounting principles generally accepted in the extent United States of America; the cumulative effects of accounting changes; the earnings impact of cumulative acquisitions in excess of $50 million total purchase price per year; and the tax impact of all of the percentage aforementioned adjustments. Adjusted Share Count is defined as the diluted weighted-average common shares outstanding as disclosed in the Company’s Annual Report on Form 10-K for each fiscal year as adjusted to exclude all cumulative share repurchases in excess of vesting achieved under 2.3 million shares during the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units Performance Cycle. Any Performance Shares that do not vest at the end become vested as of the Restricted Period Vesting Date shall be forfeited by Employeeforfeited. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in Control (as defined in the Plan) that also is a change in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of this Section 2(d) shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company unless this Section 2(d) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment.

Vesting and Forfeiture. 3.1 The Awarded Restricted Stock Units PSUs shall be subject to being forfeited by Employee during become fully vested on the Restricted Period specified date after the third anniversary of the Grant Date on which the Committee shall certify that the minimum threshold Performance Goal(s) for payout set forth in the Exhibit I attached Schedule I (the “Restricted Period”)hereto shall have been achieved; provided that Grantee shall then be, and since the date hereof continuously shall vest in or be forfeited by Employee as follows: (a) If Employee remains continuously employed by have been, a full-time employee of the Company or one of its Affiliates. The number of PSUs that become payable under this Agreement shall be determined by the Committee based on the level of achievement of the Performance Goals set forth in Exhibit I and shall be rounded to the nearest whole PSU. Any and all PSUs awarded hereunder in excess of the number of PSUs so determined by the Committee to become payable shall be automatically forfeited upon such determination and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement in respect of such forfeited PSUs. The Company shall settle vested PSUs by delivering to Grantee an Affiliate from equivalent number of shares of Common Stock as soon as reasonably practicable following the Effective Date through vesting date (and in no event later than the later of the end of the Restricted Period, year in which the Awarded Restricted Stock Units shall vest Vesting Date occurs and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent 15th day of the percentage of vesting achieved under third month following the performance measure and vesting schedule provisions Vesting Date). 3.2 Upon a Qualifying Termination of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at Grantee within two years following the end occurrence of the Restricted Period shall be forfeited by Employee. (b) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of the death, Disability or Retirement of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee. (d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means a Change in of Control (as defined in the Plan) that also is a change and prior to the date on which PSUs otherwise shall vest or be forfeited in control event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that the provisions of accordance with this Section 2(d) 3, then, notwithstanding any other provision of the Plan, all such unvested and unforfeited PSUs shall immediately vest; provided that if such Qualifying Termination occurs during the Performance Period, then the number of PSUs that shall vest shall be the exclusive means by which an Awarded Restricted Stock Unit “Designated CoC Amount” (as defined below), and the remaining PSUs shall be forfeited; and provided, further, that if such Qualifying Termination occurs after the Performance Period but prior to the date of the Committee’s certification in accordance with Section 2.2, then the vesting shall be delayed until the date of the Committee’s certification and the number of PSUs that shall vest shall be the number determined by the Committee in connection accordance with a change Section 2.2. For purposes hereof, the “Designated CoC Amount” shall be the Target Award or such greater number of PSUs (but in no event more than the ownership “Maximum Awards Granted” specified on the first page hereof) as the Committee shall determine in its sole discretion; provided that the Designated CoC Amount shall be identical for all grantees of performance-based stock awards under the Plan governed by agreements substantially identical to this Agreement. 3.3 If Xxxxxxx’s employment with the Company or effective control any Affiliate of the Company terminates by reason of Grantee’s retirement (i) at or a change in after the ownership age of 65 or (ii) before the assets age of the Company65 but at or after age 55, and provided that no provision of any plan, employment agreement or other agreement or arrangement pertaining to Employee and Grantee has been employed by the Company or an any Company Affiliate shall cause an Awarded Restricted Stock Unit for at least 10 years and subject to vest in connection with a change in the ownership or effective control approval of the Company Committee, including any limitations or a change conditions the Committee may, in its discretion, impose which are not inconsistent with the ownership terms of the assets Plan (such as, without limitation, a covenant by Grantee not to compete with the Company), then all unvested and unforfeited PSUs shall immediately become vested; provided that if such termination of employment occurs prior to the Committee’s certification in accordance with Section 2.2, then the vesting shall be delayed until the date of the Company unless this Section 2(d) is amended in writing Committee’s certification and the number of PSUs that shall vest shall be the number determined by the parties to provide for such vesting. For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employmentCommittee in accordance with Section 2.

Vesting and Forfeiture. (a) The Awarded Restricted Stock Units Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Effective Date and shall end on , 2008. (b) During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Employee during to the Company as provided in this Agreement, and Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows:Shares. (ac) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of throughout the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate hereunder to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule IRestricted Shares shall terminate, and any Awarded Restricted Stock Units that do not vest at as soon as practicable after the end of the Restricted Period a stock certificate for the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be forfeited by Employeedelivered to Employee free of such restrictions. (bd) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of the Employee’s death, Disability (as defined in Section 2(g) hereof), or Retirement of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied discharge by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate other than for Cause (as defined in Section 2(g) hereof), the restrictions applicable hereunder to the Restricted Shares shall terminate, and as soon as practicable after such termination of employment a stock certificate for the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by reason the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, Disability or Retirement, and to Employee’s estate) free of such restrictions. (iie) All of the denominator of which is 36, Restricted Shares shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject Employee and transferred to the forfeiture restrictions applicable to them under this Agreement which shall terminate Company at the end of the Restricted Period no cost to the extent Company if the employment of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited Employee by Employee. (c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the Employee’s death, Disability Disability, or Retirement of Employee, all of discharge by the Awarded Restricted Stock Units shall be forfeited by EmployeeCompany or an Affiliate without Cause. (df) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaining 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in Control” means If a Change in Control (as defined in Section 2(g) hereof) occurs during the Plan) Restricted Period and while Employee is employed by the Company or an Affiliate, the restrictions applicable hereunder to the Restricted Shares shall terminate and the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that also is a change may result from the Change in control event within Control), together with any dividends or other distributions with respect to such shares then being held by the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly agree that Company pursuant to the provisions of this Section 2(d) Agreement, shall be the exclusive means by which an Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or effective control of the Company or a change in the ownership of the assets of the Company, and that no provision of any plan, employment agreement or other agreement or arrangement pertaining delivered to Employee and the Company or an Affiliate shall cause an Awarded Restricted Stock Unit to vest in connection with a change in the ownership or effective control free of the Company or a change in the ownership of the assets of the Company unless this Section 2(dsuch restrictions. (g) is amended in writing by the parties to provide for such vesting. For the purposes of this Agreement: (i) the “Disability” of Employee shall mean that Employee is disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, as determined by the Committee in its discretion; (ii) transfers of employment without interruption of service between or among the Company and any of its Affiliates shall not be considered a termination of employment.; (iii) a discharge by the Company or an Affiliate for “Cause” means any termination of Employee’s employment with the Company or an Affiliate by reason of Employee’s (1) conviction of a felony or misdemeanor involving moral turpitude, (2) engagement in conduct involving misuse of the funds or other property of the Company or an Affiliate,