Common use of Vesting and Forfeiture Clause in Contracts

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall become fully vested and exercisable on the first day of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 below. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or more after the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject Subject to this Award shall become fully vested Section 2(b) and exercisable on Section 2(c) below, the first day of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, RSUs will vest in accordance with Section 2.4 belowthe vesting provisions set forth on Exhibit A hereto. (b) If the Executive’s If, following a Change of Control (as defined in Section 2(d)(i) below), your employment with all Employers terminates the Company is terminated (i) by reason of the Executive’s Retirement six Company, or its successor, without Cause (6as defined in Section 2(d)(ii) months below) or more after the Award Date(ii) by you for Good Reason (as defined in Section 2(d)(iii) below), but in either case prior to the first day one year anniversary of the thirty-sixth (36th) month after date on which the Award Dateclosing of such Change of Control occurs, then outstanding and unvested RSUs shall automatically vest if and to the extent necessary for purposes of Section 2.1(a), such Executive shall you to be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before no less than 100% of the Target Shares (as set forth on Exhibit A) and the effective date of the consummation termination of an initial public offering your employment shall be a Vesting Date with respect to 100% of the Company’s voting securities pursuant Target Shares for purposes of this Agreement, and all other then unvested and outstanding RSUs automatically will then be forfeited without payment or the issuance of any Shares and cease to an effective registration statement be outstanding. Notwithstanding the foregoing, and solely to the extent necessary to avoid the penalty provisions under Section 409A of the Securities Act Internal Revenue Code of 1986, as amended (a “Conversion DateSection 409A”), during any Exercise Window if the Vesting Date occurs because of your termination of employment and if the Company determines that you are a “specified employee” as defined under Section 409A, then the distribution of newly vested Shares shall be delayed until the earlier of (i) the date that is six months plus one day after the date of termination and including the applicable Expiration Date, or (ii) with respect to periods the 10th day after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the your date of termination, and the Executive shall have no entitlement to any payment with respect theretodeath. (c) If Absent any contrary provision in the Executive’s Plan or any other applicable plan or agreement, and, for the avoidance of doubt, subject to Section 2(b) above, if you cease to be employed by the Company for any reason or no reason, you will then automatically forfeit all rights to any of your RSUs that have Vesting Dates after the date your employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award DateCompany ends, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised all then unvested and outstanding RSUs automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall then be forfeited as without payment or the issuance of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested any Shares and will continue cease to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretooutstanding. (d) If For the Executive’s employment with all Employers terminates by reason purposes of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.Agreement:

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject Subject to this Award shall become fully vested Section 2(b) and exercisable on Section 2(c) below, the first day of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, RSUs will vest in accordance with Section 2.4 belowthe vesting provisions set forth on Exhibit A hereto. (b) If the Executive’s If, following a Change of Control (as defined in Section 2(d)(i) below), your employment with all Employers terminates the Company is terminated (i) by reason of the Executive’s Retirement six Company, or its successor, without Cause (6as defined in Section 2(d)(ii) months below) or more after the Award Date(ii) by you for Good Reason (as defined in Section 2(d)(iii) below), but in either case prior to the first day one year anniversary of the thirty-sixth (36th) month after date on which the Award Dateclosing of such Change of Control occurs, then outstanding and unvested RSUs shall automatically vest if and to the extent necessary for purposes of Section 2.1(a), such Executive shall you to be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before no less than 100% of the Target Shares (as set forth on Exhibit A) and the effective date of the consummation termination of an initial public offering your employment shall be the Vesting Date with respect to 100% of the Company’s voting securities pursuant Target Shares (in place of the Vesting Date on Exhibit A hereto) for purposes of this Agreement, and all other then unvested and outstanding RSUs automatically will then be forfeited without payment or the issuance of any Shares and cease to an effective registration statement be outstanding. Notwithstanding the foregoing, and solely to the extent necessary to avoid the penalty provisions under Section 409A of the Securities Act Internal Revenue Code of 1986, as amended (a “Conversion DateSection 409A”), during any Exercise Window if the Vesting Date occurs because of your termination of employment and if the Company determines that you are a “specified employee” as defined under Section 409A, then the distribution of newly vested Shares shall be delayed until the earlier of (i) the date that is six months plus one day after the date of termination and including the applicable Expiration Date, or (ii) with respect to periods the 10th day after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the your date of termination, and the Executive shall have no entitlement to any payment with respect theretodeath. (c) If Absent any contrary provision in the Executive’s employment with all Employers terminates by reason Plan or any other applicable plan or agreement, and, for the avoidance of the Executive’s Early Retirement after the first anniversary of the Award Datedoubt, but prior subject to the first day of the thirty-sixth (36thSection 2(b) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Awardabove, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue you cease to be exercisable employed by the Executive (i) with respect to periods before a Conversion DateCompany for any reason or no reason, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be you will then automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with forfeit all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement rights to any of your then unvested and outstanding RSUs without payment with respect theretoor the issuance of any Shares and cease to be outstanding. (d) If For the Executive’s employment with all Employers terminates by reason purposes of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.Agreement:

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall Unless sooner Vested or forfeited, the Restricted Shares evidenced by each Certificate (including, without limitation, any Restricted Shares issued in respect of the shares originally represented thereby) will become fully vested Vested and exercisable non-forfeitable on the first day of the thirty-sixth (36th) month after the Award Daterespective dates set forth in Section 2; provided, and shall remain exercisable by the Executive until and including the applicable Expiration Datein each case, provided that the Executive remains continuously is employed with an Employer from by the Award Date through Company on such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 below. (b) If Unless sooner Vested or forfeited, the Restricted Shares evidenced by Certificates 1, 2, and 3 (including, without limitation, any Restricted Shares issued in respect of the shares originally represented thereby) will become immediately Vested and non-forfeitable upon the occurrence of any one of the following: a Change in Control, a "change of control" as defined in the Option Plan, the termination of the Term of Employment by the Company pursuant to Section 2 of the Employment Agreement, the Executive’s 's death or Disability, termination of employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or more after the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Datefor Good Reason, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s termination of employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Company without Cause; provided, in each case, that the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised is employed by the Executive Company on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretosuch event. (c) If Unless sooner Vested or forfeited, the Executive’s employment with all Employers terminates Restricted Shares evidenced by reason Certificate 4 (including, without limitation, any Restricted Shares issued in respect of the Executive’s Early Retirement after shares originally represented thereby) will become Vested and non-forfeitable upon the first anniversary occurrence of any of the Award Datefollowing: a Change in Control, but prior to a "change of control" as defined in the first day Option Plan, the termination of the thirty-sixth (36th) month after Term of Employment by the Award DateCompany pursuant to Section 2 of the Employment Agreement, then for purposes termination of Section 2.1(a), employment by the Executive shall be vested for Good Reason, or termination of employment by the Company without Cause; provided, in a prorated portion of each case, that the CSAR Award equal to (i) one-third (1/3) of Executive is employed by the CSARs under this Award, if the Executive’s Early Retirement occurs Company on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoevent. (d) If Upon the termination of Executive’s 's employment with all Employers terminates by reason the Company, the rights of the Executive’s Disability Executive with respect to any Restricted Shares which are not Vested pursuant to paragraph (a), (b), or death (c) above on or prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as and shall revert to the ownership of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoCompany. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award RSUs granted hereunder shall become fully vested and exercisable on the first day of the thirty-sixth vest (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided meaning that the Executive remains continuously employed with an Employer from risk of forfeiture of such RSUs shall lapse) at the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised earliest of (i) except [4:00 pm on December 31, 20001] [the second anniversary of the Grant Date] (the "Scheduled Lapse Date") , (ii) Termination of Employment (as defined below) by reason of Retirement (as defined in the case Plan), (iii) Termination of Converted CSARs Employment by reason of death or Disability (as defined in the Plan), (iv) the occurrence of a Change in Control (as defined in the Plan), or (v) any other event specified in an employment agreement between the Company and Participant in effect at the time of Termination of Employment. In addition, a portion of the RSUs, if not otherwise vested, shall vest upon the Participant's Termination of Employment by the Company not for Cause (as defined below), which portion shall equal the total number of RSUs originally granted pursuant to this Agreement multiplied by a fraction the numerator of which is the number of days elapsed from January 1, 1999 through the date of Termination of Employment and the denominator of which is the number of days from January 1, 1999 through the Scheduled Lapse Date. Each RSU credited as a result of Dividend Equivalents on a forfeitable RSU under Section 5(a)[(i) shall be fully vested and nonforfeitable from and after the Exercise Date coincident with date of such crediting, and each RSU credited as a result of Dividend Equivalents under Section 5(a)(ii) and (iii)] shall vest at the time of vesting of the forfeitable RSU which gives rise, directly or next following indirectly, to the crediting of such Expiration Date or (iiDividend Equivalent RSU. Each RSU credited as a result of Dividend Equivalents on a then non-forfeitable RSU under Section 5(a) in shall be fully vested and nonforfeitable from and after the case date of Converted CSARs, in accordance with Section 2.4 belowsuch crediting. (b) If In the Executive’s employment with event of Participant's Termination of Employment, all Employers terminates by reason of the Executive’s Retirement six (6) months RSUs which are not vested at or more after the Award Date, but prior to the first day time of such Termination shall be forfeited, unless otherwise determined by the Committee. Thus, upon Participant's voluntary Termination of Employment or a Termination of Employment by the Company for Cause, unvested RSUs generally will be forfeited. (1) Note to draft: This date would allow the vesting PERS to be excluded from the footnote to the Summary Compensation Table showing the value of restricted stock held at the end of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoprior fiscal year. (c) If the Executive’s For purposes of this Agreement, a "Termination of Employment" shall mean a termination of Participant's employment with all Employers terminates by reason the Company or a subsidiary or affiliate of the Executive’s Early Retirement after the first anniversary Company if, immediately thereafter, Participant is not employed by any of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on Company or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on its subsidiaries or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoaffiliates. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject While you remain employed by, or engaged to this Award shall become fully vested and exercisable provide services on an individual basis to, the Company, 30% of the RSUs will vest on the first day anniversary of the thirty-sixth (36th) month after the Award Effective Date, 35% of the RSUs will vest on each of the second and shall remain exercisable by third anniversaries of the Executive until and including the applicable Expiration Effective Date, provided such that 100% of the Executive remains continuously employed with an Employer from RSUs will be fully vested on the Award Date through such third anniversary of the Effective Date. The date upon which any of the RSUs vest will be considered a “Vesting Date” for the RSUs that vest on that date. Any vested CSARs fractional Shares that remain unexercised by would otherwise vest as of a particular date will be rounded down and carried forward to the Executive on next Vesting Date until a whole Share can be issued. (b) In the applicable Expiration Date shall be automatically exercised (i) except in the case event of Converted CSARs a Change of Control (as defined below), on notwithstanding anything herein to the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARscontrary, in accordance with Section 2.4 below. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or more after the Award Date, but immediately prior to the first day closing of the thirty-sixth (36th) month after Change of Control, 50% of the Award Date, then outstanding and unvested RSUs shall automatically vest and the date on which the closing of such Change of Control occurs shall be a Vesting Date for purposes of Section 2.1(a), such Executive this Agreement. Any then outstanding and unvested RSUs (after giving effect to the foregoing sentence) shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (ias set forth in Section 2(a) with respect to periods before effective date above until 100% of the consummation RSUs are vested, subject to the continuation of an initial public offering your employment or other service providing relationship with the Company, or its successor. Notwithstanding the foregoing provisions of Sections 2(b) and 2(c), if the Change of Control is also a Reorganization Event, the provisions of Section 7(b)(2) of the Company’s voting securities pursuant Plan shall also apply to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoRSUs. (c) If If, following a Change of Control, your employment or other service providing relationship with the Executive’s employment with all Employers terminates Company is terminated by reason of the Executive’s Early Retirement after Company, or its successor, without Cause (as defined below) prior to the first one year anniversary of the Award Datedate on which the closing of such Change of Control occurs, but prior to the first day 100% of the thirty-sixth (36th) month after then outstanding and unvested RSUs shall automatically vest and the Award Date, then effective date of the termination of your employment or other service providing relationship shall be a Vesting Date for purposes of this Agreement. Notwithstanding the foregoing, and solely to the extent necessary to avoid the penalty provisions under Section 2.1(a409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if the Executive Vesting Date occurs because of your termination of employment and if the Company determines that you are a “specified employee” as defined under Section 409A, then the distribution of newly vested Shares shall be vested in a prorated portion delayed until the earlier of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or date that is six months plus one day after the first anniversary date of the Award Date, termination and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or 10th day after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the your date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretodeath. (d) If Absent any contrary provision in the Executive’s employment with Plan or any other applicable plan or agreement, if you cease to be employed by, or engaged to provide services on an individual basis to, the Company for any reason or no reason, you will immediately and automatically forfeit all Employers terminates by reason rights to any of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month your RSUs that have Vesting Dates after the Award Date, date your employment or engagement with the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration DateCompany ends. (e) If For the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day purposes of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.Agreement:

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject So long as the Employee continues to this Award be employed by the Company or its Subsidiaries, the Restricted Stock shall become fully 100% vested and exercisable on non-forfeitable upon the first day earliest to occur of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except the third anniversary of the Grant 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 the case of Converted CSARs Control Termination (as defined below). The Committee has irrevocably determined not to, on and shall not (and shall not permit the Exercise Date coincident with or next following such Expiration Date or (iiBoard to), exercise any right it may have under the Plan, including without limitation under Section 9.2(c) of the Plan, to determine that the Restricted Stock shall not become immediately 100% vested upon a Change in the case of Converted CSARs, in accordance with Section 2.4 belowControl. (b) If the ExecutiveEmployee’s employment with all Employers terminates by is terminated for any reason of the Executiveother than Employee’s death, Disability or Retirement six (6) months or more after the Award Date, but prior to the first day Vesting Date or a Change in Control, Employee’s right to shares of Common Stock subject to the thirty-sixth (36th) month after Restricted Stock Award that are not yet vested automatically shall terminate and be forfeited by Employee unless the Award DateCommittee, then for purposes in the exercise of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement its authority under the Securities Act (a “Conversion Date”)Plan, during any Exercise Window until and including modifies the applicable Expiration Date, or (ii) Vesting Date in connection with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If The foregoing provisions of this Section 2 notwithstanding, if Employee attains or has attained “Normal Retirement Age” (as defined in the Executive’s employment with all Employers terminates by reason of the Executive’s Early International Transmission Company Retirement after the first anniversary of the Award Date, but Plan) prior to the first day of Vesting Date while continuing to be employed by the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a)Company or its Subsidiaries, the Executive Restricted Stock shall be become vested in a prorated portion of the CSAR Award equal to (i) oneas of the date Employee attains such Normal Retirement Age, in increments of 33-third 1/3% of such shares in respect of each one year anniversary (1/3if any) of the CSARs under date of this Award, if the ExecutiveAgreement that has occurred prior to Employee’s Early attaining such Normal Retirement occurs on or after the first anniversary of the Award DateAge, and (ii) twoin increments of 33-thirds (2/3) 1/3% of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second such shares as of each one year anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with this Agreement that occurs after Employee attains such Normal Retirement Age until all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth shares have fully vested (36th) month after the Award Date, the Award will be vested and will continue provided that Employee continues to be exercisable employed by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, Company or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited its Subsidiaries as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoeach such anniversary). (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except (a) Until the second anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall become fully vested and exercisable on the first day of the thirty-sixth (36th) month after the Award DateAgreement, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the case of Converted CSARs, Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with Section 2.4 belowthe provisions of this Agreement or the Plan. (b) If Employee remains employed by the Executive’s employment with all Employers terminates by reason Company or an Affiliate until: (1) the first anniversary of the Executive’s Retirement six (6) months or more after the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Effective Date, then for purposes on such anniversary date 80% of Section 2.1(a)the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and (2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such Executive shall be treated as continuing employment portion of the Restricted Shares, together with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) any dividends or other distributions with respect to periods before effective date of such shares then being held by the consummation of an initial public offering of the Company’s voting securities Company pursuant to an effective registration statement under the Securities Act (a “Conversion Date”)provisions of this Agreement, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following delivered to Employee free of such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretorestrictions. (c) If the ExecutiveEmployee’s employment with all Employers the Company or an Affiliate terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the CSARs Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment 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 exercised automatically delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion such termination of employment all of the CSARs Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited as by Employee and transferred to the Company at no cost to the Company. (d) In accordance with the provisions of Section 17 of the date Plan, if a Change in Control occurs prior to the second anniversary of the Executive’s Early Retirement. If Effective Date and while Employee is employed by the ExecutiveCompany or an Affiliate and is followed by the termination of Employee’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before by the Company or its Affiliate, as applicable, for reasons other than a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration DateTermination for Cause, or (ii) with respect to periods after a Conversion Dateby Employee on account of Good Reason, at any time within the 24-month period following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; providedsuch Change in Control, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), 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 exercised automatically on the Exercise Date coincident with or next following the date delivered to Employee free of termination, which will be the Expiration Datesuch restrictions. (e) If For the Executive’s purposes of this Agreement, transfers of employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) without interruption of service between or (d) on or among the first day Company and its Affiliates shall not be considered a termination of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Dateemployment. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject RSUs granted hereunder shall vest (meaning that the risk of forfeiture of such RSUs shall lapse) [as to this Award shall become fully vested and exercisable one-third of the RSUs on each of the first three anniversaries of the Grant Date (each being a "Scheduled Lapse Date")] [on the first day anniversary of the thirty-sixth Grant Date (36th) month after the Award "Scheduled Lapse Date")], and except that all RSUs shall remain exercisable by vest on an accelerated basis upon the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised earliest of (i) except Termination of Employment (as defined below) by reason of Retirement (as defined in the case Plan), (ii) Termination of Converted CSARs Employment by reason of death or Disability (as defined in the Plan), (iii) the occurrence of a Change in Control (as defined in the Plan), or (iv) any other event specified as resulting in acceleration of RSUs in an employment agreement between the Company and Participant in effect at the time of Termination of Employment. [In addition, a portion of the RSUs, if not otherwise vested, shall vest upon the Participant's Termination of Employment by the Company not for Cause (as defined below), which portion shall equal the number of unvested RSUs remaining subject to this Agreement and having the same Scheduled Lapse Date multiplied by a fraction the numerator of which is the number of days elapsed from the Grant Date through the date of Termination of Employment and the denominator of which is the number of days from the Grant Date through such Scheduled Lapse Date.] Each RSU credited as a result of Dividend Equivalents on a forfeitable RSU under Section 5(a)[(i) shall be fully vested and nonforfeitable from and after the Exercise Date coincident with date of such crediting, and each RSU credited as a result of Dividend Equivalents under Section 5(a)(ii) and (iii)] shall vest at the time of vesting of the forfeitable RSU which gives rise, directly or next following indirectly, to the crediting of such Expiration Date or (iiDividend Equivalent RSU. Each RSU credited as a result of Dividend Equivalents on a then non-forfeitable RSU under Section 5(a) in shall be fully vested and nonforfeitable from and after the case date of Converted CSARs, in accordance with Section 2.4 belowsuch crediting. (b) If In the Executive’s employment with event of Participant's Termination of Employment, all Employers terminates by reason of the Executive’s Retirement six (6) months RSUs which are not vested at or more after the Award Date, but prior to the first day time of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), such Executive Termination shall be treated as continuing employment with an Employer forfeited, unless otherwise determined by the Committee. Thus, upon Participant's voluntary Termination of Employment or a Termination of Employment by the Company for purposes of determining vestingCause, and this Award will continue to vest and once vested unvested RSUs generally will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoforfeited. (c) If the Executive’s For purposes of this Agreement, a "Termination of Employment" shall mean a termination of Participant's employment with all Employers terminates by reason the Company or a subsidiary or affiliate of the Executive’s Early Retirement after the first anniversary Company if, immediately thereafter, Participant is not employed by any of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on Company or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on its subsidiaries or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoaffiliates. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject While you remain employed by, or engaged to this Award shall become fully vested and exercisable provide services on an individual basis to, the Company, 40% of the RSUs will vest on the first day anniversary of the thirty-sixth (36th) month after Effective Date and 60% of the Award RSUs will vest on the second anniversary of the Effective Date, and shall remain exercisable by such that 100% of the Executive until and including RSUs will be fully vested on the applicable Expiration second anniversary of the Effective Date, provided . The date upon which any of the RSUs vest will be considered a “Vesting Date” for the RSUs that the Executive remains continuously employed with an Employer from the Award Date through such vest on that date. Any vested CSARs fractional Shares that remain unexercised would otherwise vest as of a particular date will be rounded down and carried forward to the next Vesting Date until a whole Share can be issued. (b) Except as set forth in the following sentence and absent any contrary provision in the Plan or any other applicable plan or agreement, if you cease to be employed by, or engaged to provide services on an individual basis to, the Company for any reason or no reason, you will immediately and automatically forfeit all rights to any of your RSUs that have Vesting Dates after the date your employment or other service providing relationship with the Company ends. If your employment with the Company is terminated by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs Company other than for Cause (as defined below), in each case on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 below. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or more after the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Effective Date, and the all then unvested portion of the CSARs RSUs shall be forfeited become vested in full as of the effective date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason such termination, which date shall be considered a Vesting Date for purposes of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Datethis Agreement; provided, however, if such vested CSARs remain unexercised by that notwithstanding anything to the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Datecontrary in this Agreement (including Section 3 below), the CSARs under this Award shall be forfeited as of the date of termination, and the Executive Company shall have no entitlement obligation to deliver to you (or any other person) any Shares with respect to any payment RSUs that vest by operation of this Section 2(b) unless (i) you sign and deliver to the Company a release of claims in the standard form then used by the Company as provided by the Company (the “Release”) and (ii) such Release becomes irrevocably effective in accordance with its terms within 60 days after your termination of employment (or such shorter period as the Company may specify). “Cause” means (A) your willful misconduct, (B) your failure to perform your reasonably-assigned duties and responsibilities to the Company if such failure has not been cured by you within thirty (30) days after written notice to you by your direct supervisor describing such failure in reasonable detail, (C) any breach by you of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Company and you or any of the Company’s written policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and its written policies and procedures regarding sexual harassment, computer access and xxxxxxx xxxxxxx if such material breach is not cured by you within thirty (30) days after written notice to you by your direct supervisor (except with respect thereto. to any material breach of any nondisclosure, non-competition or non-solicitation agreement or the Company’s xxxxxxx xxxxxxx policies which shall not be subject to such thirty (d30) If day cure period), or (D) your conviction of, or plea of guilty or nolo contendere to, (x) any felony or (y) with respect to your employment, any misdemeanor that is materially injurious to the Executive’s employment with all Employers terminates Company, in each case (A) through (D), as determined by reason the Company, which determination shall be conclusive. You shall be considered to have been discharged for Cause if the Company determines, within 30 days after the termination of your employment, that discharge for Cause was warranted and shall then forfeit or, for shares already sold, promptly pay the disposition value to the Company for any portions of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s RSU that vested CSARs shall be exercised automatically based on the Exercise Date coincident with or next following the date earlier determination of termination, which will be the Expiration Datea termination without Cause. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject So long as the Employee continues to this Award be employed by the Company or its Subsidiaries, the Restricted Stock shall become fully 100% vested and exercisable on non-forfeitable upon the first day earliest to occur of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except the third anniversary of the Grant 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 the case of Converted CSARs Control Termination (as defined below). The Committee has irrevocably determined not to, on and shall not (and shall not permit the Exercise Date coincident with or next following such Expiration Date or (iiBoard to), exercise any right it may have under the Plan, including without limitation under Section 9.2(c) of the Plan, to determine that the Restricted Stock shall not become immediately 100% vested upon a Change in the case of Converted CSARs, in accordance with Section 2.4 belowControl. (b) If the ExecutiveEmployee’s employment with all Employers terminates by is terminated for any reason of the Executiveother than Employee’s death, Disability or Retirement six (6) months or more after the Award Date, but prior to the first day Vesting Date or a Change in Control Termination, Employee’s right to shares of Common Stock subject to the thirty-sixth (36th) month after Restricted Stock Award that are not yet vested automatically shall terminate and be forfeited by Employee unless the Award DateCommittee, then for purposes in the exercise of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement its authority under the Securities Act (a “Conversion Date”)Plan, during any Exercise Window until and including modifies the applicable Expiration Date, or (ii) Vesting Date in connection with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If The foregoing provisions of this Section 2 notwithstanding, if Employee attains or has attained “Normal Retirement Age” (as defined in the Executive’s employment with all Employers terminates by reason of the Executive’s Early International Transmission Company Retirement after the first anniversary of the Award Date, but Plan) prior to the first day of Vesting Date while continuing to be employed by the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a)Company or its Subsidiaries, the Executive Restricted Stock shall be become vested in a prorated portion of the CSAR Award equal to (i) oneas of the date Employee attains such Normal Retirement Age, in increments of 33-third 1/3% of such shares in respect of each one year anniversary (1/3if any) of the CSARs under date of this Award, if the ExecutiveAgreement that has occurred prior to Employee’s Early attaining such Normal Retirement occurs on or after the first anniversary of the Award DateAge, and (ii) twoin increments of 33-thirds (2/3) 1/3% of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second such shares as of each one year anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with this Agreement that occurs after Employee attains such Normal Retirement Age until all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth shares have fully vested (36th) month after the Award Date, the Award will be vested and will continue provided that Employee continues to be exercisable employed by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, Company or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited its Subsidiaries as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoeach such anniversary). (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject While you remain employed by, or engaged to this Award shall become fully vested and exercisable provide services on an individual basis to, the Company, 30% of the RSUs will vest on the first day anniversary of the thirty-sixth (36th) month after the Award Effective Date, 35% of the RSUs will vest on each of the second and shall remain exercisable by third anniversaries of the Executive until and including the applicable Expiration Effective Date, provided such that 100% of the Executive remains continuously employed with an Employer from RSUs will be fully vested on the Award Date through such third anniversary of the Effective Date. The date upon which any of the RSUs vest will be considered a “Vesting Date” for the RSUs that vest on that date. Any vested CSARs fractional Shares that remain unexercised by would otherwise vest as of a particular date will be rounded down and carried forward to the Executive on next Vesting Date until a whole Share can be issued. (b) In the applicable Expiration Date shall be automatically exercised (i) except in the case event of Converted CSARs a Change of Control (as defined below), on notwithstanding anything herein to the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARscontrary, in accordance with Section 2.4 below. (b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or more after the Award Date, but immediately prior to the first day closing of the thirty-sixth (36th) month after Change of Control, 50% of the Award Date, then outstanding and unvested RSUs shall automatically vest and the date on which the closing of such Change of Control occurs shall be a Vesting Date for purposes of Section 2.1(a), such Executive this Agreement. Any then outstanding and unvested RSUs (after giving effect to the foregoing sentence) shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (ias set forth in Section 2(a) with respect to periods before effective date above until 100% of the consummation RSUs are vested, subject to the continuation of an initial public offering your employment or other service providing relationship with the Company, or its successor. Notwithstanding the foregoing provisions of Sections 2(b) and 2(c), if the Change of Control is also a Reorganization Event, the provisions of Section 7(b)(2) of the Company’s voting securities pursuant Plan shall also apply to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoRSUs. (c) If If, following a Change of Control, your employment or other service providing relationship with the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable Company is terminated by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration DateCompany, or its successor, without Cause (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (ddefined below) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as one year anniversary of the date on which the closing of terminationsuch Change of Control occurs, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as 100% of the date of termination, then outstanding and the Executive unvested RSUs shall have no entitlement to any payment with respect thereto.automatically vest and

Vesting and Forfeiture. Except a. So long as otherwise provided in this Section 2.1the Employee continues to be employed by the Company or its Subsidiaries, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award the Restricted Stock shall become fully 100% vested and exercisable on non-forfeitable upon the first day earliest to occur of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except the fifth anniversary of the Grant 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 the case of Converted CSARs Control Termination (as defined below). The Committee has irrevocably determined not to, on and shall not (and shall not permit the Exercise Date coincident with or next following such Expiration Date or (iiBoard to), exercise any right it may have under the Plan, including without limitation under Section 9.2(c) of the Plan, to determine that the Restricted Stock shall not become immediately 100% vested upon a Change in the case of Converted CSARs, in accordance with Section 2.4 belowControl. (b) b. If the ExecutiveEmployee’s employment with all Employers terminates by is terminated for any reason of the Executiveother than Employee’s death, Disability or Retirement six (6) months or more after the Award Date, but prior to the first day Vesting Date or a Change in Control, Employee’s right to shares of Common Stock subject to the thirty-sixth Restricted Stock 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. c. The foregoing provisions of this Section 2 notwithstanding, if Employee attains or has attained “Normal Retirement Age” (36thas defined in the International Transmission Company Retirement Plan) month after prior to the Award Date, then for purposes of Section 2.1(a), such Executive shall Vesting Date while continuing to be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable employed by the Executive Company or its Subsidiaries, the Restricted Stock shall become vested (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date Employee attains such Normal Retirement Age, in increments of termination, and the Executive shall have no entitlement to any payment with 20% of such shares in respect thereto. of each one year anniversary (c) If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3if any) of the CSARs under date of this Award, if the ExecutiveAgreement that has occurred prior to Employee’s Early attaining such Normal Retirement occurs on or after the first anniversary of the Award DateAge, and (ii) two-thirds (2/3) in increments of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second 20% of such shares as of each one year anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with this Agreement that occurs after Employee attains such Normal Retirement Age until all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth shares have fully vested (36th) month after the Award Date, the Award will be vested and will continue provided that Employee continues to be exercisable employed by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, Company or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited its Subsidiaries as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoeach such anniversary). (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject So long as the Employee continues to this Award be employed by the Company or its Subsidiaries, the Restricted Stock shall become fully 100% vested and exercisable on non-forfeitable upon the first day earliest to occur of (i) the third anniversary of the thirty-sixth Grant Date (36ththe “Vesting Date”), (ii) month after the Award DateEmployee ceasing to be employed due to Employee’s death or Disability, or (iii) the occurrence of a Change in Control. The Committee has irrevocably determined not to, and shall remain exercisable by not (and shall not permit the Executive until and Board to), exercise any right it may have under the Plan, including the applicable Expiration Datewithout limitation under such Section 9.2(c), provided to determine that the Executive remains continuously employed with an Employer from the Award Date through such date. Any Restricted Stock shall not become immediately 100% vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except upon a Change in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 belowControl. (b) If the ExecutiveEmployee’s employment with all Employers terminates by is terminated for any reason of the Executiveother than Employee’s death, Disability or Retirement six (6) months or more after the Award Date, but prior to the first day Vesting Date or a Change in Control, Employee’s right to shares of Common Stock subject to the thirty-sixth (36th) month after Restricted Stock Award that are not yet vested automatically shall terminate and be forfeited by Employee unless the Award DateCommittee, then for purposes in the exercise of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement its authority under the Securities Act (a “Conversion Date”)Plan, during any Exercise Window until and including modifies the applicable Expiration Date, or (ii) Vesting Date in connection with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If the ExecutiveEmployee’s employment with all Employers terminates by reason of the Executiveis terminated due to Employee’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a)Vesting Date or a Change in Control, the Executive Restricted Stock shall be become vested in a prorated portion increments of the CSAR Award equal to (i) one-third (33 1/3) % of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first such shares in respect of each one year anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death Agreement prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination of employment and all the remaining unvested shares of Restricted Stock shall be cancelled. “Retirement” as used in this Agreement shall mean the termination of the ExecutiveEmployee’s vested CSARs shall be exercised automatically employment, by the Company or by Employee, on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executiveafter Employee’s employment with all Employers terminates for any reason 65th birthday other than as described in Sections 2.1(b), (c) due to death or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration DateDisability. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except (a) Until the third anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject to this Award shall become fully vested and exercisable on the first day of the thirty-sixth (36th) month after the Award DateAgreement, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the case of Converted CSARs, Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with Section 2.4 belowthe provisions of this Agreement or the Plan. (b) If Employee remains employed by the Executive’s employment with all Employers terminates by reason Company or an Affiliate until: (1) the first anniversary of the Executive’s Retirement six (6) months or more after the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Effective Date, then for purposes of Section 2.1(a), on such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective anniversary date 20% of the consummation Restricted Shares (or if such percentage results in a number of an initial public offering shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; (2) the second anniversary of the Company’s voting securities pursuant to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Effective Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason then on such anniversary date an additional 30% of the Executive’s Retirement after Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and (3) the third anniversary of the Award Effective Date, this Award will continue then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to be exercisable by such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the Executive (i) termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs such shares then being held by an Executive subject the Company pursuant to the provisions of this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date Agreement, shall be automatically exercised on the Exercise Date coincident with or next following delivered to Employee free of such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretorestrictions. (c) If the ExecutiveEmployee’s employment with all Employers the Company or an Affiliate terminates prior to the third anniversary of the Effective Date by reason of Employee’s death or Disability, the Executiverestrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment 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 Employee (or in the event of Employee’s Early Retirement after death, to Employee’s estate) free of such restrictions. If Employee’s employment with the first Company or an Affiliate terminates prior to the third anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award DateEffective Date for any reason other than Employee’s death or Disability, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion such termination of employment all of the CSARs Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited as of by Employee and transferred to the date of Company at no cost to the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoCompany. (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death a Change in Control (as defined in Section 2(f) hereof) occurs prior to the first day third anniversary of the thirty-sixth (36th) month after Effective Date and while Employee is employed by the Award DateCompany or an Affiliate, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), 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 exercised automatically on the Exercise Date coincident with or next following the date delivered to Employee free of termination, which will be the Expiration Datesuch restrictions. (e) If For the Executive’s purposes of this Agreement, transfers of employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) without interruption of service between or (d) on or among the first day Company and its Affiliates shall not be considered a termination of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Dateemployment. (f) If the Executive’s employment with all Employers terminates for any reason other than as described A “Change in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award Control” shall be forfeited deemed to have occurred for purposes of this Agreement if: (1) individuals who, as of the date hereof, constitute the Board of terminationDirectors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the Company, and provided that any person becoming a director subsequent to the Executive date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall have no entitlement to any payment be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; (2) the stockholders of the Company shall approve a reorganization, merger or consolidation, in each case, with respect thereto.to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own outstanding voting securities representing at least fifty-one percent (51%) of the combined voting power entitled to vote generally in the election of directors (“Voting Securities”) of the reorganized, merged or consolidated company; (g3) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or (4) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (A) the then outstanding shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) or (B) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities. Notwithstanding anything the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (4) of this Section 2(f) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the contraryshares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the Executive’s employment with an Employer terminates for Cause at beneficial owner of any timeadditional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, all CSARsstock dividend or similar transaction), including vested CSARs, then a Change in Control of the Company shall be forfeited as deemed to have occurred for purposes subparagraph (4) of the date of termination, and the Executive shall have no entitlement to any payment with respect theretothis Section 2(f).

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject Subject to this Award Section 2.2 of the Agreement and Plan of Merger, dated as of February 9, 2016, among Fortis Inc., FortisUS Inc., Element Acquisition Sub Inc. and the Company (the “Merger Agreement”), so long as the Employee continues to be employed by the Company or its Subsidiaries, the Restricted Stock shall become fully vested 100% Vested and exercisable on non-forfeitable upon the first day earliest to occur of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except the third anniversary of the Grant 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 Termination. If the case of Converted CSARs Effective Time (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case Merger Agreement) occurs, the Restricted Stock shall be treated as provided in Section 2.2(b) of Converted CSARs, in accordance with Section 2.4 belowthe Merger Agreement. (b) If the ExecutiveEmployee’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or more after the Award Date, but is terminated prior to the first day Vesting Date for any reason other than Employee’s death, Disability, Retirement or a Change in Control Termination, Employee’s right to shares of the thirty-sixth (36th) month after Common Stock subject to the Award Datethat are not yet Vested shall terminate and be forfeited by Employee unless the Committee, then for purposes in the exercise of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement its authority under the Securities Act (a “Conversion Date”)Plan, during any Exercise Window until and including modifies the applicable Expiration Date, or (ii) Vesting Date in connection with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (c) If The foregoing provisions of this Section 2 notwithstanding, if Employee attains or has attained “Normal Retirement Age” (as defined in the Executive’s employment with all Employers terminates by reason of the Executive’s Early International Transmission Company Retirement after the first anniversary of the Award Date, but Plan) prior to the first day of Vesting Date while continuing to be employed by the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a)Company or its Subsidiaries, the Executive Restricted Stock shall be vested in a prorated portion of the CSAR Award equal to become Vested (i) oneas of the date Employee attains such Normal Retirement Age, in increments of 33-third 1/3% of such shares in respect of each one year anniversary (1/3if any) of the CSARs under this Award, if the ExecutiveGrant Date that has occurred prior to Employee’s Early attaining such Normal Retirement occurs on or after the first anniversary of the Award DateAge, and (ii) twoin increments of 33-thirds (2/3) 1/3% of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second such shares as of each one year anniversary of the Award Date. The vested portion of Grant Date that occurs after Employee attains such Normal Retirement Age until all shares have fully Vested (provided that Employee continues to be employed by the CSARs shall be exercised automatically on the Exercise Date coincident with Company or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited its Subsidiaries as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested and will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if each such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretoanniversary). (d) If the Executive’s employment with all Employers terminates by reason of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.

Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7: (a) The CSARs subject Subject to this Award shall become fully vested Section 2(b) and exercisable on Section 2(c) below, the first day of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, RSUs will vest in accordance with Section 2.4 belowthe vesting provisions set forth on Exhibit A hereto. (b) If the Executive’s If, following a Change of Control (as defined in Section 2(d)(i) below), your employment with all Employers terminates the Company is terminated (i) by reason of the Executive’s Retirement six Company, or its successor, without Cause (6as defined in Section 2(d)(ii) months below) or more after the Award Date(ii) by you for Good Reason (as defined in Section 2(d)(iii) below), but in either case prior to the first day one year anniversary of the thirty-sixth (36th) month after date on which the Award Dateclosing of such Change of Control occurs, then outstanding and unvested RSUs shall automatically vest if and to the extent necessary for purposes of Section 2.1(a), such Executive shall you to be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before no less than 100% of the Target Shares (as set forth on Exhibit A) and the effective date of the consummation termination of an initial public offering your employment shall be a Vesting Date with respect to 100% of the Company’s voting securities pursuant Target Shares for purposes of this Agreement. Notwithstanding the foregoing, and solely to an effective registration statement the extent necessary to avoid the penalty provisions under Section 409A of the Securities Act Internal Revenue Code of 1986, as amended (a “Conversion DateSection 409A”), during any Exercise Window if the Vesting Date occurs because of your termination of employment and if the Company determines that you are a “specified employee” as defined under Section 409A, then the distribution of newly vested Shares shall be delayed until the earlier of (i) the date that is six months plus one day after the date of termination and including the applicable Expiration Date, or (ii) with respect to periods the 10th day after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the your date of termination, and the Executive shall have no entitlement to any payment with respect theretodeath. (c) If Absent any contrary provision in the Executive’s Plan or any other applicable plan or agreement, and, for the avoidance of doubt, subject to Section 2(b) above, if you cease to be employed by the Company for any reason or no reason, you will then automatically forfeit all rights to any of your RSUs that have Vesting Dates after the date your employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award DateCompany ends, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date. The vested portion of the CSARs shall be exercised all then unvested and outstanding RSUs automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall then be forfeited as without payment or the issuance of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first day of the thirty-sixth (36th) month after the Award Date, the Award will be vested any Shares and will continue cease to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window following the date of the Executive’s Early Retirement until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time following the date of the Executive’s Early Retirement until and including the applicable Expiration Date; provided, however, if such vested CSARs remain unexercised by the Executive on such Expiration Date, they shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement earlier than the first anniversary of the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect theretooutstanding. (d) If For the Executive’s employment with all Employers terminates by reason purposes of the Executive’s Disability or death prior to the first day of the thirty-sixth (36th) month after the Award Date, the full number of CSARs subject to this Award shall vest as of the date of such termination and all of the Executive’s vested CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. (e) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) on or the first day of the thirty-sixth (36th) month after the Award Date, the number of vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. (f) If the Executive’s employment with all Employers terminates for any reason other than as described in Sections 2.1(b), (c) or (d) prior to the first day of the thirty-sixth (36th) month after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto. (g) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs, including vested CSARs, shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.Agreement: