Common use of Vesting; Forfeiture Clause in Contracts

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except Except as otherwise specifically provided in this Section 3Agreement and subject to certain restrictions and conditions set forth in the Plan, the Award Awarded Units shall vest at become vested as follows: a. one-fourth of the time(s) set forth total Awarded Units shall become vested on the signature page hereto. The Administrator has authority to determine whether and to what degree first anniversary of the Award shall be deemed vested. Date of Grant provided the Participant is employed by (bor, if the Participant is a Consultant or Outside Director, is providing services to) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date to such date. b. one-fourth of the Qualifying Terminationtotal Awarded Units shall become vested on the second anniversary of the Date of Grant, and provided the denominator of which Participant is employed by (or, if the total number of calendar days in Participant is a Consultant or Outside Director, is providing services to) the period commencing on Company from the Date of Grant and ending to such date. c. one-fourth of the total Awarded Units shall become vested on the applicable vesting third anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or Outside Director, is providing services to) the Company from the Date of Grant to such date. d. one-fourth of the total Awarded Units shall become vested on the fourth anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or Outside Director, is providing services to) the Company from the Date of Grant to such date. The remaining unvested Shares subject Awarded Units which have become vested pursuant to the Award terms of this Section 3 are collectively referred to herein as “Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.” The above vesting schedule shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that cease and no Unvested RSUs shall vest upon the Participant’s employment or service with Termination of Service for any reason whatsoever. Upon the Company is terminated due to death or DisabilityParticipant’s Termination of Service, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested and effective as of 5 p.m. on the Participant’s Termination of Service, the Participant shall be deemed to have forfeited all of the Participant’s Termination Date. (d) Unvested RSUs. Upon any forfeiture, all rights of the Participant with respect to the Unvested RSUs shall cease and terminate, without any further obligation on the part of the Company. Notwithstanding Section 3(a) anything else to the contrary herein, in upon the event occurrence of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award all Unvested RSUs shall immediately terminate vest and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Awardbecome Vested RSUs.

Vesting; Forfeiture. (a) Subject to Except as provided in Section 2(b) herein, the Participant’s continued employment Restricted Share Units granted hereunder shall vest as follows: one-third of the Restricted Share Units will become vested on the second anniversary of the Grant Date, an additional one-third of the Restricted Share Units will become vested on the third anniversary of the Grant Date and the remainder shall become vested on the fourth anniversary of the Grant Date; provided the Participant has been an employee of the Company or service any subsidiary or affiliate, as applicable, from the Grant Date through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vestedrelevant anniversary date. (b) Notwithstanding Section 3(aanything herein to the contrary, in the event of a Change in Control, any Restricted Share Units that have not previously vested shall vest as of the effective date of the Change in Control; provided, the Participant has been an employee of the Company or any subsidiary or affiliate, as applicable, from the Grant Date through the date on or immediately prior to such effective date; provided, further, that if the Participant’s employment with the Company or any subsidiary or affiliate, as applicable, is terminated without Cause (as defined below) on account of the Change in Control at any time during the three-month period prior to the effective date of the Change in Control, the Restricted Share Units will fully vest as of the effective date of the Change in Control. (c) Except as otherwise provided herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Terminationor any subsidiary or affiliate, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateapplicable, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Controlreason, a Qualifying Termination with respect to Employees and Consultantsall unvested Restricted Share Units shall be forfeited, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no further rights with respect to such unvested Restricted Share Units. (d) For purposes of this Agreement, “Cause” shall mean, and the Award Company or any subsidiary or affiliate, as applicable, shall have Cause to terminate a Participant’s employment hereunder upon (i) the Shares underlying commission by the unvested portion Participant of an act of fraud or embezzlement against the Company or any subsidiary or affiliate, as applicable, (ii) the engagement of the AwardParticipant in willful misconduct or gross negligence that is injurious to the Company or any subsidiary or affiliate, as applicable, monetarily or otherwise, (iii) the failure of the Participant to render services to the Company or any subsidiary or affiliate, as applicable, in accordance with the Participant’s duties as an employee of the Company or any subsidiary or affiliate, as applicable, or (iv) the Participant’s conviction of a misdemeanor involving an act of moral turpitude or of a felony.

Vesting; Forfeiture. (a) Subject The Restricted Incentive Units shall be subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award a Restriction Period that shall vest at the time(s) set forth commence on the signature page hereto. The Administrator has authority to determine whether Grant Date and to what degree terminate on the Award shall be deemed vested[second / third] anniversary of the Vesting Commencement Date, if Participant is in the continuous service of the Company or its Affiliates until such vesting date. (b) Notwithstanding Section 3(a) herein, with respect The Restricted Incentive Units shall be forfeited to Employees and Consultants, in the event that Company at no cost to the Company if Participant’s employment or service with the Company is terminated due or its Affiliates terminates prior to a Qualifying Termination, then a pro-rata portion the termination of the unvested Shares subject Restriction Period applicable to the Award as of each applicable vesting datesuch Restricted Incentive Units; provided, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination.however: (ci) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that a Qualifying Termination occurs during the Restriction Period and prior to the occurrence of a Change of Control, a Prorated Amount of the Restricted Incentive Units shall become fully vested and the Restriction Period shall terminate; (ii) in the event a Qualifying Termination occurs during the Restriction Period and on or after the occurrence of a Change of Control, the Restricted Incentive Units shall become fully vested and the Restriction Period shall terminate; and (iii) in the event Participant dies or Participant becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested and the Restriction Period shall terminate. Notwithstanding the foregoing, to the extent the Subject Award is subject to Section 409A, in no event shall any Units be delivered when Participant becomes disabled and qualified to receive benefits under the Company’s long-term disability plan unless Participant incurs a “disability” within the meaning of Treas. Reg. Section 1.409A-3(i)(4). Notwithstanding anything herein to the contrary, if, at the time of a Participant’s termination of employment or service with the Company or its Affiliates, such Participant is terminated due a “specified employee” (as defined in Section 409A of the Code), and the deferral of the commencement of any amount of the payments or benefits otherwise payable pursuant to death the Plan is necessary in order to prevent any accelerated or Disabilityadditional tax under Section 409A of the Code, then the Award shallthen, to the extent not then vested permitted by Section 409A of the Code, such payments or previously forfeited benefits hereunder (without any reduction in the payments or cancelled, become fully vested effective as benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s Termination Datedeath or (ii) the first business day that is six (6) months following the Participant’s termination of employment or service with the Company or its Affiliates, provided that amounts which qualify for the separation pay plan exemption under Treasury Regulation §1.409A-1(b)(9)(v)(D) and do not exceed the limits set forth in Section 402(g)(1)(B) of the Code in the year of such termination shall be payable immediately upon termination. Any payments or benefits deferred due to the requirements of this paragraph will be paid in a lump sum (without interest) to the Participant on the earliest to occur of (i) or (ii) in the immediately preceding sentence. (c) Upon the termination of the Restriction Period applicable to the Restricted Incentive Units, the restrictions applicable to the Restricted Incentive Units that have not theretofore been forfeited shall terminate and such unforfeited Restricted Incentive Units shall be vested for purposes of this Agreement. As soon as practicable thereafter Units representing the number of Restricted Incentive Units with respect to which the restrictions have terminated shall be delivered, free of all such restrictions, to Participant or Participant’s beneficiary or estate, as the case may be, it being understood that the delivery of the certificate(s) with respect to such Units shall constitute delivery of such Units for purposes of this Agreement. Notwithstanding anything contained herein to the contrary, in no event shall such Units be delivered to Participant later than (i) the end of the calendar year in which vesting occurs, or, if later, (ii) the 15th day of the third calendar month following the date on which vesting occurs. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, anything contained herein to the extent not then vested contrary, the Committee shall have the right to cancel all or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change any portion of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards any outstanding under the Plan immediately restrictions prior to the Change termination of Control event, the Award shall become fully vested as such restrictions with respect to any or all of the date of Restricted Incentive Units on such terms and conditions as the Change of Control. (ii) FurtherCommittee may, in the event that the Award is substitutedwriting, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date)deem appropriate. (e) If Notwithstanding anything contained herein to the Participant’s employment contrary, in no event shall Participant have any right to vote any, or service with to exercise any other rights, powers and privileges of a holder of the Company is terminated for any reason other than a Change of Control, a Qualifying Termination Units with respect to Employees such Restricted Incentive Units until such time that (i) the Restriction Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and Consultants, or death or disability all other conditions to payment with respect to Directors as provided herein (including but not limited to a termination for Causethereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the unvested portion of the Award shall immediately terminate right to receive Units, and the Participant shall have no rights with respect (iii) such Units are delivered to the Award or the Shares underlying the unvested portion of the AwardParticipant.

Vesting; Forfeiture. The Shares shall vest and become nonforfeitable as follows: (aA) Subject to 15,000 Shares shall vest on September 1, 2005, 15,000 shares shall vest on September 1, 2006, 15,000 shares shall vest on September 1, 2007 and 15,000 shares shall vest on December 31, 2008 (provided in each case Awardee’s employment with the Participant’s continued employment or service Company continues through the applicable vesting date and except as otherwise provided in this Section 3date). Notwithstanding the foregoing, the Award shall vest at the time(s(A) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of ControlControl (as defined in the Employment Agreement dated as of June [ ], 2004 between the Company and Awardee (the “Employment Agreement”)), any unvested Shares shall become immediately vested and nonforfeitable upon the occurrence of such event, (B) in the event of the termination of Awardee’s employment due to death or Disability (as defined in the Employment Agreement) on or prior to January 1, 2006, any unvested Shares that were scheduled to vest on or prior to January 1, 2006, shall become immediately vested and nonforfeitable and the remaining unvested Shares shall be cancelled and forfeited and (C) in the event of the termination of Awardee’s employment by the Company without Cause (as defined in the Employment Agreement) or Awardee’s termination for Good Reason (as defined in the Employment Agreement), then an “appropriate fraction” (as hereinafter defined) of each separate tranche of any unvested Shares shall become immediately vested and nonforfeitable and the Award shallremaining unvested Shares shall be cancelled and forfeited. For purposes of the foregoing, the “appropriate fraction” with respect to the extent not then vested or previously forfeited or cancelled, become vested as follows: any tranche of Shares means: (i) To the extent amount of time that has elapsed from the successor or surviving company in the Change grant date of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior such Shares to the Change of Control event, the Award shall become fully vested as occurrence of the date of the Change of Control. event triggering accelerated vesting divided by (ii) Furtherthe total amount of time from the grant date to the scheduled vesting date for such Shares absent accelerated vesting. For purposes of the foregoing, in the Shares scheduled to vest on different dates will be considered separate tranches and the calculation of the appropriate fraction will be made separately for each tranche as if such tranche were the only tranche (i.e., the Shares scheduled to vest on September 1, 2005 are one tranche, those scheduled to vest on September 1, 2006 a second tranche, those scheduled to vest on September 1, 2007 a third tranche and those scheduled to vest on December 31, 2008 a fourth tranche). In the event that of the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participanttermination of Awardee’s employment or service is terminated by the Company and its Affiliates for Cause, or Awardee’s voluntary resignation without Cause or by the Participant with Good Reason within six months before (as defined in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for CauseEmployment Agreement), the any unvested portion of the Award Shares shall immediately terminate be cancelled and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Awardforfeited.

Vesting; Forfeiture. (a) Subject a. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s continued employment or service through the applicable vesting date Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in this Section 3a binding written agreement between Participant and the Company. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the Award shall vest at vesting or forfeiture of the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, RSU with respect to Employees and Consultantswhich the Dividend Equivalent (including the Dividend Equivalent Account) relates. b. Notwithstanding the foregoing, in the event that the Participant incurs a Termination of Service by reason by reason of Participant’s employment death or Disability, the Participant will, immediately prior to such Termination of Service, vest in any RSUs that would have become vested had Participant remained employed or in service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of or its Subsidiaries until the unvested Shares subject to the Award as of each applicable vesting date, determined as first anniversary of the date of the Qualifying Participant’s Termination in accordance with the provisions of this Section 3(b), shall be deemed vestedService. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to DirectorsIn addition, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective Participant incurs a Termination of Service as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event a result of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated termination by the Company and or its Affiliates Subsidiary without Cause or by the Participant for Good Reason, in each case, upon or within one year following a Change in Control, all unvested RSUs will become vested immediately prior to such Termination of Service. c. For purposes herein, “Good Reason” shall mean the occurrence, without the Participant’s written consent of any of the following circumstances: (i) a significant, material diminution of Participant’s position, duties, responsibilities or status with the Company; (ii) a material reduction by the Company in Participant’s annual base salary; (iii) a relocation of Participant’s primary work location by more than 50 miles from the work location in effect immediately prior to such relocation, except for reasonable required travel on the Company’s business; or (iv) any breach by the Company of any material provision of this Agreement. Notwithstanding the foregoing, Participant’s termination of employment shall not be a termination of employment for Good Reason unless (x) such termination occurs within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as initial existence of the Participant’s Termination Date). condition giving rise to such termination, (ey) If the Participant’s employment or service with Participant gives written notice to the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate condition giving rise to such termination within 90 days of its initial existence, and (z) the Company does not cure the condition giving rise to such termination within the 30 day period beginning on the date it receives notice from Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Awardsuch condition.

Vesting; Forfeiture. (a) Subject to The actual number of Shares, if any, that may be earned and vested during the Participant’s continued employment or service through Performance Period will be determined by the applicable vesting date Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A and Schedule B (the “Performance Goals”); provided, however, that, except as otherwise provided in this Section 3, the Award shall vest at not vest, in whole or in part, and the time(s) set forth Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that If the Participant’s employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateAward, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b)Agreement, shall be deemed vested. The pro-rata portion eligible to be earned and vested based on attainment of the unvested Shares subject to Performance Goals during the Award that shall be deemed vested Performance Period as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting datespecified in this Agreement, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, Schedule A and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited Schedule B as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that if the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent had not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Dateterminated. (d) Notwithstanding Section Sections 3(a) and (b) herein, in the event of a Change of ControlControl occurs during the Performance Period, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully be deemed earned and vested as if the Objective Criteria Target Performance Goal set forth on Schedule A and the Qualitative Criteria Target Performance Goal set forth on Schedule B (together, the “Target Performance Goals”) for the Performance Period have been met as of the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become earned and vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting the Award shall not occur until be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the effective date of the Change of Control) or one year (or such other period after a Change of Control as may be stated in a Participant’s employment, change in control, consulting or other similar agreement, if applicable) after the effective date of a Change of Control (in which case vesting the Award shall occur be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable special vesting date and except as otherwise provided forfeiture rules in this Section 3Agreement (including, without limitation, the Award remedies set forth in Section 10(f) below) and subject to certain restrictions and conditions set forth in the Plan, the Restricted Stock Units shall vest at become vested (i.e., become Vested Performance Units) effective as of the time(s“Vesting Date”, subject to determination by the Human Resources Committee of the Board of Directors (the “Committee”) of the achievement of the requirements/targets set forth on the signature page hereto. The Administrator has authority Appendix attached to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined this Agreement as of the end of the Performance Period, which Appendix is by this reference made a part hereof. In addition, the following special rules shall apply: (i) In the event of the death of the Grantee or the termination of the Grantee's employment for Disability (as defined in the Plan) prior to the Vesting Date, the performance goals set forth on the attached Appendix shall be assumed to have been met at the target level on the date of such death or termination of employment for Disability, and the Qualifying Termination Grantee (or the Grantee's personal representative) shall become vested in accordance with Vested Performance Units on such date (the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject “Death/Disability Vesting Date”) in an amount equal to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, Target Performance Units multiplied by a fraction, the numerator of which is the number of calendar days from the Date beginning of Grant through the Performance Period to the date of the Qualifying Terminationdeath or termination of employment for Disability, and the denominator of which is the total number of calendar days in the period commencing on full Performance Period; (ii) Subject to Section 18 of the Date of Grant Plan, and ending on except as expressly otherwise provided herein, in the applicable vesting date. The remaining unvested Shares subject event a Change in Control (as defined in the Plan) occurs, and (A) the Company or buyer or successor to the Company in such Change in Control continues or assumes this Agreement (or converts or replaces this Agreement with a new award containing substantially the same terms as this Agreement, other than terms rendered inoperative by reason of the Change in Control (a “Substitute Award”)), the Target Award shall be forfeited converted into Time-Based Restricted Stock Units at the greater of target or actual performance, as determined by the Human Resources Committee, calculated as of the date of such Change in Control (the “Change in Control Date”) and shall vest on the Vesting Date (or, if earlier, in accordance with the terms of Section 3(i) or (iii)), provided, however, if the Company, or such buyer or successor, terminates the Grantee's employment without Cause (as defined below) within 12 months of the Change in Control (a “Qualifying Termination”), the Time-Based Restricted Stock Units shall become 100% vested on the date of such Qualifying Termination; or (B) the Company or buyer or successor to the Company in such Change in Control does not continue or assume this Agreement (or convert or replace this Agreement with a Substitute Award), the Grantee shall become 100% vested in the Target Award on the Change in Control Date in an amount based on the greater of target or actual performance, as determined by the Human Resources Committee, calculated as of the Change in Control Date (the “CIC Vesting Date”). Notwithstanding the foregoing, if the Grantee is a participant in the Arcosa, Inc. Change in Control Severance Plan, as may be amended from time to time (or any successor plan thereto) (the “CIC Plan”) and the CIC Plan is in effect on the Change in Control Date, the terms of this Section 3(ii) shall not apply, and instead, treatment of the Target Award on a Change in Control shall be determined in accordance with the CIC Plan. (ciii) Notwithstanding Section 3(aSubject to item (iv) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) hereinbelow, in the event of a Change the Grantee's termination of Control, then the Award shall, employment without Cause (as defined below) or for Retirement (as defined below) prior to the extent Vesting Date, this Performance Unit Grant shall not then vested or previously be immediately forfeited or cancelled, and the Grantee shall become vested as follows: (i) To in Vested Performance Units on the extent that Vesting Date, based on the successor or surviving company in level of achievement of the Change performance goals set forth on the attached Appendix at the end of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (Performance Period as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control eventCommittee, multiplied by a fraction, the Award shall become fully vested as numerator of which is the number of days from the beginning of the Performance Period to the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates termination without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur Retirement, as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Controlapplicable, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to denominator of which is the Award or number of days in the Shares underlying the unvested portion full Performance Period. For purposes of the Award.this Agreement,

Vesting; Forfeiture. (a) Subject Awarded Units which have become vested pursuant to the Participant’s continued employment or service through terms of this Section 3 are collectively referred to herein as “Vested Units.” All other Awarded Units are collectively referred to herein as “Unvested Units.” The Participant shall be eligible to receive payment with respect to the applicable vesting date and except Vested Units in accordance with Section 4 below. a. Except as otherwise provided in this Section 3, the Award shall vest at Awarded Units will become vested in accordance with the time(s) Schedule set forth below, if, as of the anniversary date(s) specified in the Schedule (each a “Vesting Date”), the Participant is employed by (or if the Participant is a Contractor, Consultant or Outside Director, is providing services to) the Company or its Subsidiaries on each applicable Vesting Date: Date Percentage of Awarded Units Vested on Such Date b. Except as otherwise provided by Section 3.c. and Section 3.d. hereof, immediately upon the signature page hereto. The Administrator has authority to determine whether and to what degree Participant’s Termination of Service for any reason whatsoever, the Award Participant shall be deemed vestedto have forfeited all of the Participant’s Unvested Units. c. Notwithstanding the foregoing, in the event that a Change in Control occurs, then upon the effective date of such Change in Control, (bi) Notwithstanding Section 3(afifty percent (50%) herein, of the Unvested Units shall thereupon immediately become Vested Units and (ii) the remaining fifty percent (50%) of the Unvested Units shall vest on the earlier of (A) the original Vesting Date with respect to Employees and Consultantssuch Unvested Units or (B) on the date that is two (2) years following the effective date of the Change in Control. Notwithstanding the foregoing, in the event that the Participant’s employment or service with the Company Participant is terminated due to a Qualifying Termination, then a pro-rata portion of without Cause (as defined in Section 3.e. below) or the unvested Shares subject to Participant terminates his employment for Good Reason (as defined in Section 3.g. below) within the Award as of each applicable vesting date, determined as of ninety (90) day period immediately preceding or at any time following the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event occurrence of a Change of in Control, then all Unvested Units shall immediately become Vested Units upon the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change later of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change in Control or such termination of Control) employment. d. Notwithstanding the foregoing, if the Participant’s employment with the Company or one year after the effective date any of a Change of Control (in which case vesting shall occur as its Subsidiaries terminates by reason of the Participant’s Termination Date)death or Total and Permanent Disability, all Unvested Units shall immediately become Vested Units upon such termination. (e) If e. For purposes hereof, “Cause” shall have the meaning set forth in the Participant’s employment or service agreement with the Company is terminated for any reason other than Company, or, if the employment agreement does not contain a Change definition of Control, a Qualifying Termination with respect to Employees and Consultants, “cause” or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant has not entered into an employment agreement with the Company, shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.mean:

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable special vesting date and except as otherwise provided forfeiture rules in this Section 3Agreement (including, without limitation, the Award remedies set forth in Section 10(f) below) and subject to certain restrictions and conditions set forth in the Plan, the Restricted Stock Units shall vest at become vested (i.e., become Vested Performance Units) effective as of [DATE] (the time(s) “Vesting Date”), upon certification by the Committee of the achievement of the requirements/targets set forth on the signature page hereto. The Administrator has authority Appendix attached to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined this Agreement as of the end of the Performance Period, which Appendix is by this reference made a part hereof. In addition, the following special rules shall apply: (a) In the event of the death of the Grantee or the termination of the Grantee’s employment for Disability (as defined in the Plan) prior to the Vesting Date, the performance goals set forth on the attached Appendix shall be assumed to have been met at the target level on the date of such death or termination of employment for Disability, and the Qualifying Termination Grantee (or the Grantee’s personal representative) shall become vested in accordance with Vested Performance Units on such date (the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject “Death/Disability Vesting Date”) in an amount equal to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, Target Performance Units multiplied by a fraction, the numerator of which is the number of calendar days from the Date of Grant through to the date of the Qualifying Terminationdeath or termination of employment for Disability, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject full Performance Period; (b) If, prior to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) hereinVesting Date, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company a Change in Control (as defined in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation Plan) occurs and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the ParticipantGrantee’s employment or service is terminated by the Company and its Affiliates without Cause (as defined below) in connection with such Change in Control or by at any time during the Participant with Good Reason within six months before (in which case vesting shall not occur until period commencing on the effective date of the Change of Control) or one year after in Control (the effective date “Effective Date of a Change in Control”) and ending on the earlier of Control (in which case vesting shall occur as x) the Vesting Date and (y) the second anniversary of the ParticipantEffective Date of a Change in Control, then the level of performance of the performance goals set forth on the attached Appendix shall be assumed to have been met at the target level on the date of such Change in Control, and the Grantee (or the Grantee’s Termination personal representative) shall become vested in Vested Performance Units on such date (the “CIC Vesting Date).”) in an amount equal to the Target Performance Units; (ec) If Subject to item (d) below, in the Participantevent of the Grantee’s termination of employment without Cause or service for Retirement (as defined in the Plan) prior to the Vesting Date, this Performance Unit Grant shall not be immediately forfeited and the Grantee shall become vested in Vested Performance Units on the Vesting Date, based on the level of achievement of the performance goals set forth on the attached Appendix at the end of the Performance Period as determined by the Committee, multiplied by a fraction, the numerator of which is the number of days from the Date of Grant to the date of termination without Cause or Retirement, as applicable, and the denominator of which is the number of days in the full Performance Period. For purposes of this Agreement, “Cause” shall be deemed to exist if any of the following items shall apply: (i) failure to comply with the Company’s rules, regulations, policies or procedures, or willful failure to follow directions of the Board, or any other willful act that will result in a materially negative effect to the Company (which, if curable, is not cured within thirty (30) days after notice thereof to the Grantee by the Board); (ii) misappropriation of funds or property of the Company or committing any fraud against the Company; (iii) misappropriation of any corporate opportunity or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; (iv) the conviction of a crime that has caused or may be reasonably expected to cause material injury to the Company or any of its Affiliates, or the conviction of a felony; (v) the use of alcohol or drugs by the Grantee in violation of the Company’s policies or in such a manner as to materially interfere with the performance of the Grantee’s duties; or (vi) conduct by the Grantee which is materially injurious to the Company, monetarily or otherwise, or the commission (or omission) of acts within employment with the Company is terminated for any reason other than a Change of Controlamounting to gross negligence, a Qualifying Termination with respect fraud or willful misconduct; or (d) If, prior to Employees and Consultantsthe Vesting Date, or death or disability with respect to Directors as provided herein (including but not limited the Grantee’s employment terminates due to a termination without Cause or for CauseRetirement and the Grantee is at such time serving as a director, officer, employee, owner, partner, advisor, agent, or consultant for (i) any business or entity that competes, directly or indirectly, with the Company or its Affiliates; or (ii) any business or entity that is a supplier or customer of the Company or its Affiliates, then this Performance Unit Grant (including any Target Performance Units (and any Vested Performance Units), as well as any Shares payable with respect thereto), will be subject to forfeiture at the unvested portion discretion of the Award Committee. The Restricted Stock Units that are not vested in accordance with this Section 3 shall immediately terminate and be forfeited on the Participant shall have no earlier of (x) the date of the Grantee’s termination of employment (other than for death, Disability, without Cause or Retirement), or (y) the Vesting Date. Upon forfeiture, all of the Grantee’s rights with respect to the Award or forfeited Restricted Stock Units shall cease and terminate, without any further obligations on the Shares underlying the unvested portion part of the AwardCompany.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. To be clear, the provisions of this Section 3 shall apply even if the Participant is Retirement Eligible on the Date of Grant or becomes Retirement Eligible prior to the applicable vesting date. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a3 (a) herein, with respect to Employees and Consultants, in the following shall apply: In the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateAward, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in . In the event that the Participant’s employment with the Company terminates due to Retirement, the unvested Shares subject to the Award as of the Termination Date shall continue to vest as if the Participant remained employed. If the Participant’s employment or service with the Company is terminated due prior to death the applicable vesting date for any reason other than Retirement or Disabilitya Qualifying Termination (including but not limited to a termination for Cause), then the Award shall, shall immediately terminate and the Participant shall have no rights with respect to the extent not then vested Award or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Dateunvested Shares underlying the Award. (dc) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed assumed, or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (eiii) If Notwithstanding any other provision of the Participant’s employment Plan to the contrary, in the event that the Participant has entered into or service is a participant in a change in control, employment, consulting, or similar plan or agreement with or established by the Company is terminated for any reason other than or an Affiliate, the Participant shall be entitled to the greater of the benefits provided upon a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion Control of the Award Company under the Plan or the benefits provided upon a change of control of the Company under the other respective plan or agreement, and such other respective plan or agreement shall immediately terminate and not be construed to reduce in any way the benefits otherwise provided to the Participant shall have no rights with respect to upon the Award or occurrence of a Change of Control as defined in the Shares underlying the unvested portion of the AwardPlan.

Vesting; Forfeiture. The Restricted Shares will vest in accordance with the vesting schedule set forth in this notification. You must remain employed with the Company or one of its subsidiaries through each of the dates in the vesting schedule (a) Subject or to the Participant’s continued employment or service through end of the applicable Vesting Period if your Award is subject to a single vesting date and except date) in order to vest in the number of shares scheduled to vest on that date. Except as otherwise provided in this Section 3with respect to your death or Disability or in connection with a Change in Control as provided in Section 7, if you terminate employment with the Company and its subsidiaries, whether voluntarily or involuntarily, at any time prior to the end of the Vesting Period, your unvested Restricted Shares will be forfeited and such unvested Restricted Shares will be delivered by the Custodian to, and become the sole property of, the Company. Notwithstanding the preceding provisions, however, in the event your service with the Company and all of its subsidiaries is involuntary terminated without Cause in connection with a reduction in force (RIF) of the Company and/or a subsidiary, upon such termination, the remaining unvested Restricted Shares shall become vested in a percentage equal to the number of your full months of service with the Company and/or its subsidiaries since the last vesting date (or since the grant date if your Award is subject to a single vesting date) divided by the number of full months of service you would have completed since that date if you had remained employed through the end of the applicable Vesting Period.  The vesting schedule applicable to your Restricted Shares shall vest be accelerated and your Restricted Shares will immediately become one hundred percent (100%) vested in the event of your death or your Disability provided the following conditions are met at the time(stime of your death or Disability: (a) set forth on You are an active employee of the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested.Company or one of its subsidiaries; (b) Notwithstanding Section 3(aYou are in good standing with the Company (i.e., meeting expectations performance rating as established by the Company); and (c) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or You have at least ten years of service with the Company is terminated due to or its subsidiaries. For this purpose, years of service with any entity (the “Acquired Entity”) acquired by the Company or its subsidiaries in a Qualifying Terminationmerger, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), stock exchange or similar transaction shall be deemed vested. The pro-rata portion counted as years of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or DisabilityCompany, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined provided you were {JX181990.6} employed by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until Acquired Entity on the effective date of the Change merger with or other acquisition by the Company and/or its subsidiary. The number of Control) or one year after the effective date years of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated Acquired Entity to be taken into account for any reason other than a Change this purpose shall be the maximum years credited for seniority time in accordance with the policies and procedures of Controlthe Acquired Entity prior to such merger or acquisition. For purposes of this Agreement, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors Disability shall have the same meaning as provided herein in the long-term disability plan or policy maintained (including but not limited to a termination or most recently maintained) for Cause), your benefit by the unvested portion Company or any subsidiary of the Award Company. If no such plan or policy has ever been maintained on your behalf, Disability shall immediately terminate and be the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion condition as described in Section 22(e)(3) of the AwardInternal Revenue Code of 1986, as amended.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except Except as otherwise provided set forth in this Section 32 of this Agreement, the Award shall not be fully vested immediately but shall be subject to forfeiture in accordance with the following restricted periods: (i) One-third of the awarded shares shall vest at the time(s) set forth and no longer be subject to forfeiture on the signature page hereto. The Administrator has authority to determine whether and to what degree first anniversary of the Award Date (or if such date is not a business day, the business day immediately preceding such date); and (ii) One-third of the awarded shares shall vest and no longer be deemed vestedsubject to forfeiture on the second anniversary of the Award Date (or if such date is not a business day, the business day immediately preceding such date); and (iii) One-third of the awarded shares shall vest and no longer be subject to forfeiture on the third anniversary of the Award Date (or if such date is not a business day, the business day immediately preceding such date). (b) Notwithstanding Section 3(a) hereinthe foregoing, the Board shall have the authority to cancel all or any portion of any outstanding restrictions prior to the expiration of such restrictions with respect to Employees and Consultants, in the event that the Participant’s employment any or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion all of the unvested Restricted Shares subject to as the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying TerminationBoard may deem appropriate. (c) Notwithstanding Section 3(a) herein, with respect to Directors, The Restricted Shares shall vest in the event that the Participant’s employment or service Director in accordance with the Company is terminated due restricted periods set forth above, and Director shall be entitled to death have delivered to him or Disabilityher a new certificate, then without the Award shalllegend referenced in Section 8 of this Agreement, to for the extent not then number of such vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination DateOrdinary Shares. (d) Notwithstanding Section 3(aIf Director ceases to be a director of the Company on account of Director’s (a) hereinfraud or intentional misrepresentation, in or (b) embezzlement, misappropriation or conversion of assets or opportunities of the event Company or any direct or indirect majority-owned subsidiary of a Change of Controlthe Company, then any Restricted Shares remaining subject to restrictions shall thereupon be forfeited by Director and transferred to, and reacquired by, the Award shall, Company or an Affiliate of the Company at no cost to the extent not then vested Company or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested such Affiliate as of the date Director ceases to be a director of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date)Company. (e) If Director ceases to be a director of the Participant’s employment or service with Company, for any reason, prior to the satisfaction of the terms and conditions of this Agreement, any Restricted Shares remaining subject to restrictions shall thereupon be forfeited by Director and transferred to, and reacquired by, the Company or an Affiliate of the Company at no cost to the Company or such Affiliate; provided, however, if the cessation is terminated due to Director’s death, retirement or disability, the Board may, in its sole and absolute discretion, deem that the terms and conditions have been met for all or part of such remaining portion. (f) In the event of any reason other than a Change forfeiture of ControlRestricted Shares, a Qualifying Termination with respect to Employees and ConsultantsDirector, or death in the event of his or disability with respect her death, his or her personal representative, shall forthwith deliver to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion Secretary of the Award shall immediately terminate and Company the Participant shall have no rights with respect certificates for the Restricted Shares remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Award or the Shares underlying the unvested portion Secretary of the AwardCompany.

Vesting; Forfeiture. (a) Subject to The actual number of Shares, if any, that may be earned and vested during the Participant’s continued employment or service through Performance Period will be determined by the applicable vesting date Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A and Schedule B (the “Performance Goals”); provided, however, that, except as otherwise provided in this Section 3, the Award shall vest at not vest, in whole or in part, and the time(s) set forth Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that If the Participant’s employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateAward, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b)Agreement, shall be deemed vested. The pro-rata portion eligible to be earned and vested based on attainment of the unvested Shares subject to Performance Goals during the Award that shall be deemed vested Performance Period as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting datespecified in this Agreement, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, Schedule A and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited Schedule B as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that if the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent had not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Dateterminated. (d) Notwithstanding Section Sections 3(a) and (b) herein, in the event of a Change of ControlControl occurs during the Performance Period, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully be deemed earned and vested as if the Objective Criteria Target Performance Goal set forth on Schedule A and the Qualitative Criteria Target Performance Goal set forth on Schedule B (together, the “Target Performance Goals”) for the Performance Period have been met as of the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become earned and vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting the Award shall not occur until be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting the Award shall occur be deemed earned and vested as if the Target Performance Goals for the Performance Period have been met as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. (a) Subject The cash payment that may be earned and vested during the Performance Period pursuant to the Participant’s continued employment or service through Performance Shares awarded under this Agreement will be determined by the applicable vesting date Committee following the end of the Performance Period based on attainment of the Performance Goals and except the value of the Award, as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto and as provided in Schedule A; provided, however, that (except as otherwise provided in Section 3), the Award shall not vest, in whole or in part, and the Participant shall not be entitled to receive a cash payment, unless the Participant remains Employed from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator Committee has authority to determine whether and to what degree the Award shall be deemed earned and vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that If the Participant’s employment or service Employment with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or to receive any amounts with respect thereto. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s Employment with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateAward, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b)Agreement and Schedule A, shall be deemed vested. The pro-rata portion eligible to be earned and vested based on attainment of the unvested Shares subject to Performance Goals during the Award that shall be deemed vested Performance Period as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, specified in this Agreement and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited Schedule A as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that if the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent Employment had not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Dateterminated. (d) Notwithstanding Section Sections 3(a) and (b) herein, in the event of a Change of Controlin Control occurs during the Performance Period, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of in Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the AdministratorCommittee) as Awards outstanding under the Plan immediately prior to the Change of in Control event, the Award shall become fully be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become earned and vested if the Participant’s employment or service Employment is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within during the six months before (in which case vesting shall not occur until month period following the effective date of the Change of in Control) or one year after . In such event, the effective date of a Change of Control (in which case vesting Award shall occur be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the Participant’s Termination Date)date of termination. (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service Employment through the applicable vesting date and except as otherwise provided in this Section 3date, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator Committee has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, (i) in the event of a termination of the Participant’s Employment by the Company and its Affiliates without Cause or by the Participant with respect Good Reason, during the six month period following a Change in Control, the Award shall, to Employees the extent not then vested or previously forfeited or cancelled, become fully vested effective as of such termination date; and Consultants, (ii) in the event that the Participant’s employment or service Employment with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateAward, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award The Restricted Stock Units granted hereunder shall vest at the time(s) (subject to forfeiture, as set forth in Section 3(d) below) on the signature page heretofifth anniversary of the date hereof, provided the Grantee has remained an Employee from the date hereof through such fifth anniversary. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in In the event that the ParticipantGrantee’s employment or service with the Company is terminated due to a Qualifying Terminationon account of death or Disability (as defined below), then a pro-rata portion of the unvested Shares Restricted Stock Units shall vest (subject to the Award forfeiture, as set forth in Section 3(d) below) immediately upon such termination. The number of each applicable vesting date, determined as Restricted Stock Units that will vest upon termination on account of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), death or Disability shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, Restricted Stock Units granted hereunder multiplied by a fraction, the numerator of which is the number of calendar days the Grantee served as an Employee from the Date of Grant through the date of this Agreement to the Qualifying Termination, date of such termination and the denominator of which is one thousand eight hundred twenty five (1,825). Notwithstanding the total number of calendar days in vesting schedule set forth above, the period commencing on Committee shall have absolute discretion to accelerate the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares (subject to the Award shall be forfeited forfeiture, as set forth in Section 3(d) below) of the date of the Qualifying TerminationRestricted Stock Units at any time and for any reason, including without limitation retirement. (cb) Notwithstanding Section 3(a) herein, with respect to Directors, in In the event that the ParticipantGrantee’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Controlreason, a Qualifying Termination with respect to Employees and Consultants, or all unvested Restricted Stock Units (except for those that vest immediately upon death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause)Disability) shall be forfeited, the unvested portion of the Award shall immediately terminate and the Participant Grantee shall have no further rights with respect to such Restricted Stock Units. (c) For purposes of this Agreement, the Award or the Shares underlying the unvested portion Grantee’s employment will be deemed to have terminated on account of a Disability if such employment has terminated on account of the Awardtotal and permanent disability of the Grantee, as determined by the Committee in its sole discretion. (d) The Grantee agrees not to engage in a Competitive Action (as defined below) from the date hereof through the first anniversary of the date of Grantee’s termination of employment with the Company. If on or prior to the Settlement Date (as defined below), the Grantee engages in a Competitive Action or enters into, or has entered into, an agreement (written, oral or otherwise) to engage in Competitive Action, all of the Restricted Stock Units (whether vested or not) shall be immediately forfeited, and the Grantee shall have no further rights with respect to such Restricted Stock Units or underlying shares of Stock. In the event that the Grantee engages in a Competitive Action or enters into, or has entered into, an agreement (written, oral or otherwise) to engage in Competitive Action after the Settlement Date but on or prior to the first anniversary of the Grantee’s termination of employment with the Company, the Grantee shall pay to the Company, upon demand by the Company, an amount equal to (i) the value, as of the Settlement Date, of the number of shares of Stock delivered to the Grantee in respect of Restricted Stock Units, (ii) the amount paid to the Grantee on the Settlement Date in respect of Dividend Equivalents (as defined below) and interest thereon and (iii) the value of all dividends, if any, paid to the Grantee in respect of the shares of Stock delivered to the Grantee on the Settlement Date, provided that any amounts due under (ii) and (iii) above must be remitted to the Company in addition to the return of shares. The Grantee may satisfy the payment obligation to the Company of the portion due under (i) above by returning the shares delivered to the Grantee on the Settlement Date, provided that any amounts due under (ii) and (iii) above must be remitted to the Company in addition to the return of shares. Grantee acknowledges that the restriction on engaging in Competitive Action, in view of the nature of the business in which the Company is engaged, is reasonable in scope (as to both the temporal and geographical limits) and necessary in order to protect the legitimate business interests of the Company, and that any violation thereof would result in irreparable injuries to the Company. Grantee acknowledges further the amounts required to be paid to the Company pursuant to this provision are reasonable and are not liquidated damages nor shall they be characterized as such. (e) For purposes of this Agreement, the Grantee will be deemed to engage in a “Competitive Action” if, either directly or indirectly, and whether as an employee, consultant, independent contractor, partner, joint venturer or otherwise, the Grantee (i) who was last employed by W. X. Xxxxxxx Corporation, engages in or directs any business activities, in any geographical area where the Company is engaged in business or outside of any such geographical area, in either case, which are competitive with any business activities conducted by the Company in such geographical area, (ii) who was last employed by a subsidiary of the Company, engages in or directs any business activities, in any geographical area where such subsidiary is engaged in business or outside of any such geographical area, in either case, which are competitive with any business activities conducted by such subsidiary in such geographical area (iii) on behalf of any person or entity engaged in business activities competitive with the business activities of the Company, solicits or induces, or in any manner attempts to solicit or induce, any person employed by, or as an agent of, the Company to terminate such person’s employment or agency relationship, as the case may be, with the Company, (iv) diverts, or attempts to divert, any person, concern or entity from doing business with the Company or attempts to induce any such person, concern or entity to cease being a customer of the Company or (v) makes use of, or attempts to make use of, the Company’s property or proprietary information, other than in the course of the performance of services to the Company or at the direction of the Company. The determination as to whether the Grantee has engaged in a Competitive Action (as defined herein) shall be made by the Committee in its sole and absolute discretion. The Committee’s exercise or nonexercise of such discretion with respect to any particular event or occurrence by or with respect to the Grantee or any other recipient of restricted stock units shall not in any way reduce or eliminate the authority of the Committee to (i) determine that any event or occurrence by or with respect to the Grantee constitutes engaging in a Competitive Action or (ii) determine the related Competitive Action date.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except Except as otherwise specifically provided in this Section 3Agreement and subject to certain restrictions and conditions set forth in the Plan, the Award Awarded Units shall vest at become vested as follows: a. one-fourth of the time(s) set forth total Awarded Units shall become vested on the signature page hereto. The Administrator has authority to determine whether and to what degree three month anniversary of the Award shall be deemed vested. Date of Grant provided the Participant is employed by (bor, if the Participant is a Consultant or Outside Director, is providing services to) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date to such date. b. one-fourth of the Qualifying Terminationtotal Awarded Units shall become vested on the six month anniversary of the Date of Grant, and provided the denominator of which Participant is employed by (or, if the total number of calendar days in Participant is a Consultant or Outside Director, is providing services to) the period commencing on Company from the Date of Grant and ending to such date. c. one-fourth of the total Awarded Units shall become vested on the applicable vesting nine month anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or Outside Director, is providing services to) the Company from the Date of Grant to such date. d. one-fourth of the total Awarded Units shall become vested on the one year anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or Outside Director, is providing services to) the Company from the Date of Grant to such date. The remaining unvested Shares subject Awarded Units which have become vested pursuant to the Award terms of this Section 3 are collectively referred to herein as “Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.” The above vesting schedule shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that cease and no Unvested RSUs shall vest upon the Participant’s employment or service with Termination of Service for any reason whatsoever. Upon the Company is terminated due to death or DisabilityParticipant’s Termination of Service, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested and effective as of 5 p.m. on the Participant’s Termination of Service, the Participant shall be deemed to have forfeited all of the Participant’s Termination Date. (d) Unvested RSUs. Upon any forfeiture, all rights of the Participant with respect to the Unvested RSUs shall cease and terminate, without any further obligation on the part of the Company. Notwithstanding Section 3(a) anything else to the contrary herein, in upon the event occurrence of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award all Unvested RSUs shall immediately terminate vest and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Awardbecome Vested RSUs.

Vesting; Forfeiture. (a) Subject to The actual number of Shares, if any, that may be earned and vested during the Participant’s continued employment or service through Performance Period will be determined by the applicable vesting date and except Administrator following the end of the Performance Period based on attainment of the Performance Goals, as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto and as provided in Schedule A; provided, however, that (except as otherwise provided in Section 3), the Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that If the Participant’s employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateAward, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b)Agreement and Schedule A, shall be deemed vested. The pro-rata portion eligible to be earned and vested based on attainment of the unvested Shares subject to Performance Goals during the Award that shall be deemed vested Performance Period as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, specified in this Agreement and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited Schedule A as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that if the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent had not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Dateterminated. (d) Notwithstanding Section Sections 3(a) and (b) herein, in the event of a Change of ControlControl occurs during the Performance Period, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become earned and vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting the Award shall not occur until be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the effective date of the Change of Control) or one year (or such other period after a Change of Control as may be stated in a Participant’s employment, change in control, consulting or other similar agreement, if applicable) after the effective date of a Change of Control (in which case vesting the Award shall occur be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except Except as otherwise provided set forth in this Section 32 of this Agreement, the Award shall not be fully vested immediately but shall be subject to forfeiture in accordance with the following restricted periods: (i) One-third of the awarded shares shall vest at the time(s) set forth and no longer be subject to forfeiture on the signature page hereto. The Administrator has authority to determine whether and to what degree first anniversary of the Award Date (or if such date is not a business day, the business ay immediately preceding such date); and (ii) One-third of the awarded shares shall vest and no longer be deemed vestedsubject to forfeiture on the second anniversary of the Award Date (or if such date is not a business day, the business day immediately preceding such date); and (iii) One-third of the awarded shares shall vest and no longer be subject to forfeiture on the third anniversary of the Award Date (or if such date is not a business day, the business day immediately preceding such date). (b) Notwithstanding Section 3(a) hereinthe foregoing, the Board shall have the authority to cancel all or any portion of any outstanding restrictions prior to the expiration of such restrictions with respect to Employees and Consultants, in the event that the Participant’s employment any or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion all of the unvested Restricted Shares subject to as the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying TerminationBoard may deem appropriate. (c) Notwithstanding Section 3(a) herein, with respect to Directors, The Restricted Shares shall vest in the event that the Participant’s employment or service Director in accordance with the Company is terminated due restricted periods set forth above, and Director shall be entitled to death have delivered to him or Disabilityher a new certificate, then without the Award shalllegend referenced in Section 9 of this Agreement, to for the extent not then number of such vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination DateOrdinary Shares. (d) Notwithstanding Section 3(aIf Director ceases to be a director of the Company on account of Director's (a) hereinfraud or intentional misrepresentation, in or (b) embezzlement, misappropriation or conversion of assets or opportunities of the event Company or any direct or indirect majority-owned subsidiary of a Change of Controlthe Company, then any Restricted Shares remaining subject to restrictions shall thereupon be forfeited by Director and transferred to, and reacquired by, the Award shall, Company or an affiliate of the Company at no cost to the extent not then vested Company or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested such affiliate as of the date Director ceases to be a director of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date)Company. (e) If Director ceases to be a director of the Participant’s employment or service with Company, for any reason, prior to the satisfaction of the terms and conditions of this Agreement, any Restricted Shares remaining subject to restrictions shall thereupon be forfeited by Director and transferred to, and reacquired by, the Company or an affiliate of the Company at no cost to the Company or such affiliate; provided, however, if the cessation is terminated due to Director's death, retirement or disability, the Board may, in its sole and absolute discretion, deem that the terms and conditions have been met for all or part of such remaining portion. (f) In the event of any reason other than a Change forfeiture of ControlRestricted Shares, a Qualifying Termination with respect to Employees and ConsultantsDirector, or death in the event of his or disability with respect her death, his or her personal representative, shall forthwith deliver to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion Secretary of the Award shall immediately terminate and Company the Participant shall have no rights with respect certificates for the Restricted Shares remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Award or the Shares underlying the unvested portion Secretary of the AwardCompany.

Vesting; Forfeiture. (a) Subject to The actual number of Shares that may be earned and vested during the Participant’s continued employment or service through Performance Period will be determined by the applicable vesting date and except Committee following the end of the Performance Period based on attainment of the Performance Goals, as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto and as provided in Schedule A; provided, however, that (except as otherwise provided in Section 3), the Award shall not vest, in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains Employed from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator Committee has authority to determine whether and to what degree the Award shall be deemed earned and vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that If the Participant’s employment or service Employment with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s Employment with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateAward, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b)Agreement and Schedule A, shall be deemed vested. The pro-rata portion eligible to be earned and vested based on attainment of the unvested Shares subject to Performance Goals during the Award that shall be deemed vested Performance Period as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, specified in this Agreement and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited Schedule A as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that if the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent Employment had not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Dateterminated. (d) Notwithstanding Section Sections 3(a) and (b) herein, in the event of a Change of Controlin Control occurs during the Performance Period, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of in Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the AdministratorCommittee) as Awards outstanding under the Plan immediately prior to the Change of in Control event, the Award shall become fully be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become earned and vested if the Participant’s employment or service Employment is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within during the six months before (in which case vesting shall not occur until month period following the effective date of the Change of in Control) or one year after . In such event, the effective date of a Change of Control (in which case vesting Award shall occur be deemed earned and vested as if the Target Performance Goal for the Performance Period had been met as of the Participant’s Termination Date)date of termination. (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. (a) Subject to The actual number of Shares, if any, that may be earned and vested during the Participant’s continued employment or service through Performance Period, as set forth on the applicable vesting date signature page hereto (the “Performance Period”), will be determined by the Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A (the “Performance Goals”); provided, however, that, except as otherwise provided in this Section 3, the Award shall vest at not vest, in whole or in part, and the time(s) set forth Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Service Period Completion Date (as defined on the signature page hereto). To be clear, except as otherwise provided in the Agreement (including this Section 3), no Shares shall vest and be issuable to the Participant unless the Participant is continuously employed by or in service with the Company from the Date of Grant until the Service Period Completion Date and the Performance Goals are met. The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that If the Participant’s employment or service with the Company is terminated prior to the Service Period Completion Date for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s employment or service with the Company is terminated prior to the Service Period Completion Date due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateAward, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b)Agreement, shall be deemed vested. The pro-rata portion eligible to be earned and vested based on attainment of the unvested Shares subject to Performance Goals during the Award that shall be deemed vested Performance Period as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, specified in this Agreement and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited Schedule A as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that if the Participant’s employment or service with the Company is had not terminated due to death or Disability, then the Award shall, prior to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Service Period Completion Date. (d) Notwithstanding Section Sections 3(a) and (b) herein, in the event of a Change of ControlControl occurs during the Performance Period, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully be deemed earned and vested to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested be deemed earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, if the Participant’s employment or service is terminated by the Company and its Affiliates or an Affiliate without Cause or by the Participant with Good Reason within (A) six months before or (in which case vesting shall not occur until the effective date of the Change of ControlB) or one year after the effective date of a Change of Control, then the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), shall be deemed vested as of the date of the Change of Control in the event subpart (in which case vesting shall occur A) herein applies or as of the date of the Participant’s Termination Date)termination of employment or service in the event subpart (B) herein applies. (eiii) If Notwithstanding any other provision of the Participant’s employment Plan to the contrary, in the event that the Participant has entered into or service is a participant in a change in control, employment, consulting, or similar plan or agreement with or established by the Company is terminated for any reason other than or an Affiliate, the Participant shall be entitled to the greater of the benefits provided upon a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion Control of the Award Company under the Plan or the benefits provided upon a change of control of the Company under the other respective plan or agreement, and such other respective plan or agreement shall immediately terminate and not be construed to reduce in any way the benefits otherwise provided to the Participant shall have no rights with respect to upon the Award or occurrence of a Change of Control as defined in the Shares underlying the unvested portion of the AwardPlan.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed assumed, or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (iii) Notwithstanding any other provision of the Plan to the contrary, in the event that the Participant has entered into or is a participant in a change in control, employment, consulting, or similar plan or agreement with or established by the Company or an Affiliate, the Participant shall be entitled to the greater of the benefits provided upon a Change of Control of the Company under the Plan or the benefits provided upon a change of control of the Company under the other respective plan or agreement, and such other respective plan or agreement shall not be construed to reduce in any way the benefits otherwise provided to the Participant upon the occurrence of a Change of Control as defined in the Plan. (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. (a) Subject The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s continued employment or service through the applicable vesting date Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in this Section 3the Company’s Executive Severance Plan, as may be amended from time to time (including as may be amended following the Award shall Grant Date) or provided in a binding written agreement between Participant and the Company. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest at or be forfeited, as applicable, upon the time(s) set forth on vesting or forfeiture of the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, RSU with respect to Employees and Consultantswhich the Dividend Equivalent (including the Dividend Equivalent Account) relates. For the avoidance of doubt, in the event that the Participant’s employment or other service with during only a portion of the Company is terminated due vesting period, but where Termination of Service has occurred prior to a Qualifying Terminationvesting date, then shall not entitle Participant to vest in a pro-rata portion of the unvested Shares subject RSUs and Dividend Equivalents. For purposes of the RSUs and Dividend Equivalents, the Administrator shall have the exclusive discretion to determine when Participant is no longer a Service Provider under the Award as Plan, notwithstanding whether Participant may still be considered an Employee or Consultant under Applicable Laws. In particular, the Administrator may determine that Participant’s Termination of each applicable vesting date, determined Service is deemed to occur as of the date Participant is no longer actively providing services to the Company or any Affiliate (regardless of the Qualifying Termination reason for the termination and whether or not later found to be invalid or in accordance with the provisions breach of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days Applicable Laws in the period commencing on jurisdiction where Participant is rendering services or the Date terms of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or other service with agreement, if any), without regard to any contractual notice period or any period of “garden leave” or similar period mandated under the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as Applicable Laws of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in jurisdiction where Participant is rendering services or the event terms of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or other service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date)agreement, if any. (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. (a) Subject to At the Participant’s continued employment or service through the applicable time of vesting date and except of any Restricted Incentive Units, as otherwise provided described in this Section 3, such Restricted Incentive Units shall be converted into Participant’s right to receive delivery of such number of Vested Units that shall be equal to the Award number of Restricted Incentive Units that became vested at such time. (a) The Restricted Incentive Units shall vest at the time(s) set forth be subject to a restricted period that shall commence on the signature page hereto. The Administrator has authority to determine whether Grant Date and to what degree terminate on the Award shall be deemed vestedthird anniversary of the Vesting Commencement Date, if Participant is in the continuous service of the Company or its Affiliates until such vesting date (such period herein called the “Restricted Period”). (b) Notwithstanding Section 3(a) herein, with respect The Restricted Incentive Units shall be forfeited to Employees and Consultants, in the event that Company at no cost to the Company if Participant’s employment or service with the Company is terminated due or its Affiliates terminates prior to the termination of the Restricted Period applicable to such Restricted Incentive Units; provided, however, (i) in the event a Qualifying TerminationTermination occurs during the Restricted Period, then a pro-rata portion Prorated Amount of the unvested Shares Restricted Incentive Units shall become fully vested and the Restricted Period shall terminate, and (ii) in the event Participant dies, Participant becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, or a Change in Control occurs during the Restricted Period, the Restricted Incentive Units shall become fully vested and the Restricted Period shall terminate. Notwithstanding the foregoing, to the extent the Subject Award is subject to Section 409A, Vested Units shall not be delivered when Participant becomes disabled and qualified to receive benefits under the Award as Company’s long-term disability plan unless Participant incurs a “disability” within the meaning of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Treas. Reg. Section 3(b1.409A-3(i)(4), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(aUpon the termination of the Restricted Period applicable to the Restricted Incentive Units, the restrictions applicable to the Restricted Incentive Units that have not theretofore been forfeited shall terminate and such unforfeited Restricted Incentive Units shall be vested for purposes of this Agreement. As soon as practicable thereafter, the certificate(s) herein, representing the number of Vested Units that are issuable with respect to Directorsthe vested Restricted Incentive Units, together with any distributions with respect to such Restricted Incentive Units then being held by the Company pursuant to the provisions of this Agreement, if any, shall be delivered, free of all such restrictions, to Participant or Participant’s beneficiary or estate, as the case may be, it being understood that the delivery of such certificate(s) shall constitute delivery of such Vested Units for purposes of this Agreement. Notwithstanding anything contained herein to the contrary, in no event shall such Vested Units be delivered to Participant later than (i) the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as end of the Participant’s Termination Datecalendar year in which vesting occurs, or, if later, (ii) the 15th day of the third calendar month following the date on which vesting occurs. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, anything contained herein to the extent not then vested contrary, the Committee shall have the right to cancel all or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change any portion of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards any outstanding under the Plan immediately restrictions prior to the Change termination of Control event, the Award shall become fully vested as such restrictions with respect to any or all of the date of Restricted Incentive Units on such terms and conditions as the Change of Control. (ii) FurtherCommittee may, in the event that the Award is substitutedwriting, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date)deem appropriate. (e) If Notwithstanding anything contained herein to the Participant’s employment contrary, in no event shall Participant have any right to vote any Restricted Incentive Units or service with to exercise any other rights, powers and privileges of a holder of the Company is terminated for any reason other than a Change of Control, a Qualifying Termination Units with respect to Employees such Restricted Incentive Units until such time that (i) the Restriction Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and Consultants, or death or disability all other vesting requirements with respect to Directors as provided herein (including but not limited to a termination for Causethereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the unvested portion of the Award shall immediately terminate right to receive Vested Units and the Participant shall have no rights with respect (iii) such Vested Units are delivered to the Award or the Shares underlying the unvested portion of the AwardParticipant.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting dateAward, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year (or such other period after a Change of Control as may be stated in a Participant’s employment, change in control, consulting or other similar agreement, if applicable) after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

Vesting; Forfeiture. Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as “Vested RSUs.” All other Awarded Units are collectively referred to herein as “Unvested RSUs.” a. The Awarded Units will become vested in accordance with the Schedule set forth below, if, as of the anniversary date(s) specified in the Schedule, the Participant is employed by (aor if the Participant is a Contractor or Outside Director, is providing services to) Subject to the Company or its Subsidiaries on each such anniversary: Date Cumulative Percentage of Awarded Units Vested on Such Date Except as otherwise provided herein, the above vesting schedule shall cease and no Unvested RSUs shall vest after the Participant’s continued Termination of Service. Within two and a half (2 1⁄2) months following the close of the calendar year in which the Awarded Units vest in accordance with the Schedule set forth in this Section 3.a. (or, if earlier, in accordance with Section 3.b., Section 3.c., or Section 3.d. below), the Company shall convert the Vested RSUs into the number of whole shares of Common Stock equal to the number of Vested RSUs, subject to the provisions of the Plan and this Agreement and shall distribute such shares of Common Stock. Notwithstanding anything to the contrary contained herein, in the event any distribution made on account of the Participant’s Termination of Service as provided in Section 3.b. below is deemed to be subject to (and not otherwise exempt from) the requirements of Section 409A of the Code and the Participant is deemed a “key employee” (as defined by Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code), then the Participant shall not be entitled to any such distributions that are subject to Section 409A of the Code until the first day of the seventh month following his or her Termination of Service. From and after the date of receipt of such shares, the Participant or the Participant’s estate, personal representative or beneficiary, as the case may be, shall have full rights of transfer or resale with respect to such stock subject to applicable state and federal regulations. b. Notwithstanding the foregoing, if the Participant’s employment with the Company or service through any of its Subsidiaries terminates by reason of the applicable vesting date Participant’s death or Total and except Permanent Disability, all Unvested RSUs shall immediately become Vested RSUs upon such termination. c. Except as otherwise provided in by this Section 33.c. and Section 3.b. and Section 3.d. hereof, upon the Participant’s Termination of Service for any reason whatsoever, and effective as of 5 p.m. on the Participant’s Termination of Service, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award Participant shall be deemed vestedto have forfeited all of the Participant’s Unvested RSUs. Notwithstanding any provision contained herein to the contrary, if a Participant is terminated without Cause (as defined in Section 3.e. below) or terminates his or her employment for Good Reason (as defined in Section 3.f. below) within the ninety (90) day period immediately preceding the occurrence of a Change in Control, then immediately upon the Change in Control, any previously forfeited Unvested RSUs shall be reinstated and become Vested RSUs. d. Notwithstanding the foregoing, in the event that a Change in Control occurs, then upon the effective date of such Change in Control, (bi) fifty percent (50%) of the Unvested RSUs shall thereupon immediately become fully vested and (ii) the remaining fifty percent (50%) of the Unvested RSUs shall vest in accordance with the schedule set forth Section 3.a. hereof or, if earlier, on the date that is two (2) years following the effective date of the Change in Control. Notwithstanding Section 3(a) herein, with respect to Employees and Consultantsthe foregoing, in the event that the Participant’s employment or service with the Company Participant is terminated due to without Cause (as defined in Section 3.e. below) or the Participant terminates his or her service for Good Reason (as defined in Section 3.f. below) at any time following the occurrence of a Qualifying TerminationChange in Control, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), all Unvested RSUs shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Terminationimmediately become Vested RSUs upon such termination. (c) Notwithstanding Section 3(a) hereine. For purposes hereof, with respect to Directors, “Cause” shall have the meaning set forth in the event that the Participant’s employment or service agreement with the Company is terminated due to death or DisabilityCompany, then or, if the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event employment agreement does not assume contain a definition of “cause” or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall has not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s entered into an employment or service agreement with the Company is terminated for any reason other than a Change of ControlCompany, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.mean:

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award The Restricted Stock Units granted hereunder shall vest at the time(s) (subject to forfeiture, as set forth in Section 3(d) below) on the signature page heretofifth anniversary of the date hereof, provided the Grantee has remained an Employee from the date hereof through such fifth anniversary. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in In the event that the ParticipantGrantee’s employment or service with the Company is terminated due to a Qualifying Terminationon account of death or Disability (as defined below), then a pro-rata portion of the unvested Shares Restricted Stock Units shall vest (subject to the Award forfeiture, as set forth in Section 3(d) below) immediately upon such termination. The number of each applicable vesting date, determined as Restricted Stock Units that will vest upon termination on account of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), death or Disability shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, Restricted Stock Units granted hereunder multiplied by a fraction, the numerator of which is the number of calendar days the Grantee served as an Employee from the Date of Grant through the date of this Agreement to the Qualifying Termination, date of such termination and the denominator of which is one thousand eight hundred twenty five (1,825). Notwithstanding the total number vesting schedule set forth above, the Committee shall have absolute discretion to accelerate the vesting (subject to forfeiture, as set forth in Section 3(d) below) of calendar days in the period commencing on the Date of Grant Restricted Stock Units at any time and ending on the applicable vesting datefor any reason, including without limitation retirement. The remaining unvested Shares subject to the Award shall be forfeited as earlier of the date the Restricted Stock Units vest on account of the Qualifying Termination. (ci) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then (ii) the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as fifth anniversary of the Participantdate hereof if Grantee has remained an Employee or (iii) upon the Committee’s Termination determination to accelerate vesting shall hereinafter be referred to as the “Vesting Date”. (db) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in In the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the ParticipantGrantee’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Controlreason, a Qualifying Termination with respect to Employees and Consultantsall unvested Restricted Stock Units (except for those that vest immediately upon termination) shall be forfeited, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant Grantee shall have no further rights with respect to such Restricted Stock Units. (c) For purposes of this Agreement, the Award Grantee’s employment will be deemed to have terminated on account of a Disability if such termination was on account of the total and permanent disability of the Grantee, as determined by the Committee in its sole discretion. (d) The Restricted Stock Units granted hereunder shall be subject to the following forfeiture and recapture provisions as provided below: A. In the event that the Committee determines that the Grantee, prior to the Vesting Date during Grantee’s employment, has engaged in a Competitive Action or the Shares underlying enters into, or has entered into, an agreement (written, oral or otherwise) to engage in a Competitive Action or has engaged in Misconduct, all of the unvested portion Restricted Stock Units granted hereunder shall be immediately forfeited, and the Grantee shall have no further rights with respect to such Restricted Stock Units. B. In the event that the Committee determines that the Grantee, (1) on or after the Vesting Date during Grantee’s employment or for a period of one year following Grantee’s termination of employment for any reason, has engaged in a Competitive Action or has entered into an agreement (written, oral or otherwise) to engage in a Competitive Action, or (2) on or after the Vesting Date, has engaged in Misconduct, or prior to the Vesting Date Grantee has engaged in Misconduct that is not discovered or acted upon by the Company until on or after the Vesting Date, (x) the Grantee shall forfeit all shares of Stock not yet delivered to Grantee with respect to the Restricted Stock Units and all rights to future payment of Dividend Equivalents (as defined below), and (y) the Grantee shall pay to the Company, upon demand by the Company, an amount equal to (i) the value, as of the AwardSettlement Date (as defined below), of the number of shares of Stock delivered to the Grantee with respect to the Restricted Stock Units, (ii) all amounts paid to the Grantee on or at any time prior to the Settlement Date in respect of Dividend Equivalents, and (iii) the value of all dividends, if any, paid to the Grantee in respect of the shares of Stock delivered to the Grantee on the Settlement Date. The Grantee may satisfy the payment obligation to the Company of the portion due under (i) above by returning the shares delivered to the Grantee on the Settlement Date, provided that any amounts due under (ii) and (iii) above must be remitted to the Company in addition to the return of the shares. C. Grantee acknowledges that engaging in (1) a Competitive Action during the Noncompete Period within the geographic areas set forth in Section 3(e) below or (2) Misconduct is contrary to the interests of the Company and would result in irreparable injuries to the Company and would cause loss in an amount that cannot be readily quantified. Grantee acknowledges that retaining the amounts required to be paid to the Company pursuant to this Section 3(d) once Grantee has (x) chosen to engage in or to agree to engage in a Competitive Action or (y) engaged in Misconduct is contrary to the interests of the Company. The amounts forfeited or paid to the Company hereunder do not and are not intended to constitute actual or liquidated damages. Any action or inaction by the Company with respect to enforcing the forfeiture or recapture provisions set forth herein shall not reduce, eliminate or in any way affect the Company’s right to enforce the forfeiture or recapture provisions in any other agreement with Grantee. D. The term “Noncompete Period” as used herein shall mean the period beginning on the date hereof and ending one year following Grantee’s termination of employment for any reason.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable special vesting date and except as otherwise provided forfeiture rules in this Section 3Agreement and subject to certain restrictions and conditions set forth in the Plan, the Award Restricted Stock Units shall vest at become vested (i.e., become Earned Performance Units) effective as of [__________], 20[__] (the time(s“Vesting Date”), upon certification by the Human Resources Committee of the Board of Directors (the “Committee”) of the achievement of the requirements/targets set forth on the signature page hereto. The Administrator has authority Appendix attached to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined this Agreement as of the end of the Performance Period, which Appendix is by this reference made a part hereof. In addition, the following special rules shall apply: (i) In the event of the death of the Grantee or the termination of the Grantee’s employment for Disability (as defined in the Plan) prior to the Vesting Date, the performance goals set forth on the attached Appendix shall be assumed to have been met at the target level on the date of such death or termination of employment for Disability, and the Qualifying Termination Grantee (or the Grantee’s personal representative) shall become vested in accordance with Earned Performance Units on such date (the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject “Death/Disability Vesting Date”) in an amount equal to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, Target Performance Units multiplied by a fraction, the numerator of which is the number of calendar days from the Date of Grant through to the date of the Qualifying Terminationdeath or termination of employment for Disability, and the denominator of which is the total number of calendar days in the period commencing full Performance Period; (ii) In the event a Change in Control (as defined in the Plan) occurs, the level of performance of the performance goals set forth on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award attached Appendix shall be forfeited as of assumed to have been met at the target level on the date of such Change in Control, and the Qualifying Termination.Grantee (or the Grantee’s personal representative) shall become vested in Earned Performance Units on such date (the “CIC Vesting Date”) in an amount equal to the Target Performance Units; (ciii) Notwithstanding Section 3(aSubject to item (iv) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) hereinbelow, in the event of a Change the Grantee’s termination of Control, then employment without Cause (as defined below) or for Retirement (as defined in the Award shall, Plan) prior to the extent Vesting Date, this Performance Unit Grant shall not then vested or previously be immediately forfeited or cancelled, and the Grantee shall become vested in Earned Performance Units on the Vesting Date, based on the level of achievement of the performance goals set forth on the attached Appendix at the end of the Performance Period as follows: (i) To determined by the extent that Committee, multiplied by a fraction, the successor numerator of which is the number of days from the Date of Grant to the date of termination without Cause or surviving company Retirement, as applicable, and the denominator of which is the number of days in the Change full Performance Period. For purposes of Control event does this Agreement, “Cause” shall be deemed to exist if any of the following items shall apply: (A) failure to comply with the Company’s rules, regulations, policies or procedures, or willful failure to follow directions of the Board, or any other willful act that will result in a materially negative effect to the Company (which, if curable, is not assume cured within thirty (30) days after notice thereof to the Grantee by the Board); (B) misappropriation of funds or substitute for property of the Award Company or committing any fraud against the Company; (C) misappropriation of any corporate opportunity or in otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; (D) the ultimate parent corporation and does not continue conviction of a crime that has caused or may be reasonably expected to cause material injury to the AwardCompany or any of its Affiliates, or the conviction of a felony; (E) on substantially similar terms the use of alcohol or with substantially equivalent economic benefits (as determined drugs by the AdministratorGrantee in violation of the Company’s policies or in such a manner as to materially interfere with the performance of the Grantee’s duties; or (F) as Awards outstanding under conduct by the Plan immediately Grantee which is materially injurious to the Company, monetarily or otherwise, or the commission (or omission) of acts within employment with the Company amounting to gross negligence, fraud or willful misconduct; or (iv) If, prior to the Change of Control eventVesting Date, the Award Grantee’s employment terminates due to a termination without Cause or for Retirement and the Grantee is at such time serving as a director, officer, employee, owner, partner, advisor, agent, or consultant for (a) any business or entity that competes, directly or indirectly, with the Company or its Affiliates; or (b) any business or entity that is a supplier or customer of the Company or its Affiliates, then this Performance Unit Grant (including any Target Performance Units (and any Earned Performance Units), as well as any Shares payable with respect thereto), will be subject to forfeiture at the discretion of the Committee. The Restricted Stock Units that are not vested in accordance with this Section 3 shall become fully vested as be forfeited on the earlier of (x) the date of the Change Grantee’s termination of Control. employment (ii) Furtherother than for death, in the event that the Award is substitutedDisability, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by Retirement), or (y) the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date Vesting Date. Upon forfeiture, all of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the ParticipantGrantee’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or forfeited Restricted Stock Units shall cease and terminate, without any further obligations on the Shares underlying the unvested portion part of the AwardCompany.

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable special vesting date and except as otherwise provided forfeiture rules in this Section 3Agreement (including, without limitation, the Award remedies set forth in Section 10(f) below) and subject to certain restrictions and conditions set forth in the Plan, the Restricted Stock Units shall vest at become vested (i.e., become Vested Performance Units) effective as of [DATE] (the time(s“Vesting Date”), upon certification by the Committee (as defined in the Plan) of the achievement of the requirements/targets set forth on the signature page hereto. The Administrator has authority Appendix attached to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined this Agreement as of the end of the Performance Period, which Appendix is by this reference made a part hereof. In addition, the following special rules shall apply: (a) In the event of the death of the Grantee or the termination of the Grantee’s employment for Disability (as defined in the Plan) prior to the Vesting Date, the performance goals set forth on the attached Appendix shall be assumed to have been met at the target level on the date of such death or termination of employment for Disability, and the Qualifying Termination Grantee (or the Grantee’s personal representative) shall become vested in accordance with Vested Performance Units on such date (the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject “Death/Disability Vesting Date”) in an amount equal to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, Target Performance Units multiplied by a fraction, the numerator of which is the number of calendar days from the Date beginning of Grant through the Performance Period to the date of the Qualifying Terminationdeath or termination of employment for Disability, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject full Performance Period; (b) If, prior to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) hereinVesting Date, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company a Change in Control (as defined in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation Plan) occurs and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the ParticipantGrantee’s employment or service is terminated by the Company and its Affiliates without Cause (as defined below) in connection with such Change in Control or by at any time during the Participant with Good Reason within six months before (in which case vesting shall not occur until period commencing on the effective date of the Change of Control) or one year after in Control (the effective date “Effective Date of a Change in Control”) and ending on the earlier of Control (in which case vesting shall occur as x) the Vesting Date and (y) the second anniversary of the ParticipantEffective Date of a Change in Control, then the level of performance of the performance goals set forth on the attached Appendix shall be assumed to have been met at the target level on the date of such Change in Control, and the Grantee (or the Grantee’s Termination personal representative) shall become vested in Vested Performance Units on such date (the “CIC Vesting Date”) in an amount equal to the Target Performance Units; (c) Subject to item (d) below, solely in the event of the Grantee’s termination of employment by the Company without Cause, by the Grantee for Retirement (as defined below) or by the Grantee for Good Leaver (as defined below) prior to the Vesting Date, this Performance Unit Grant shall not be immediately forfeited and the Grantee shall become vested in Vested Performance Units on the Vesting Date, based on the level of achievement of the performance goals set forth on the attached Appendix at the end of the Performance Period as determined by the Committee, multiplied by a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of termination without Cause, Retirement or Good Leaver, as applicable, and the denominator of which is the number of days in the full Performance Period. For purposes of this Agreement, “Cause” shall be deemed to exist if any of the following items shall apply: (i) failure to comply with the Company’s rules, regulations, policies or procedures, or willful failure to follow directions of the Board, or any other willful act that will result in a materially negative effect to the Company (which, if curable, is not cured within thirty (30) days after notice thereof to the Grantee by the Board); (ii) misappropriation of funds or property of the Company or committing any fraud against the Company; (iii) misappropriation of any corporate opportunity or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; (iv) the conviction of a crime that has caused or may be reasonably expected to cause material injury to the Company or any of its Affiliates, or the conviction of a felony; (v) the use of alcohol or drugs by the Grantee in violation of the Company’s policies or in such a manner as to materially interfere with the performance of the Grantee’s duties; or (vi) conduct by the Grantee which is materially injurious to the Company, monetarily or otherwise, or the commission (or omission) of acts within employment with the Company amounting to gross negligence, fraud or willful misconduct; or (d) If, prior to the Vesting Date, the Grantee’s employment terminates due to a termination by the Company without Cause, by the Grantee for Retirement or by the Grantee for Good Leaver and the Grantee is at such time serving as a director, officer, employee, owner, partner, advisor, agent, or consultant for (i) any business or entity that competes, directly or indirectly, with the Company or its Affiliates; or (ii) any business or entity that is a supplier or customer of the Company or its Affiliates, then this Performance Unit Grant (including any Target Performance Units (and any Vested Performance Units), as well as any Shares payable with respect thereto), will be subject to forfeiture at the discretion of the Committee. (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change For purposes of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause)this Section 3, the unvested portion of the Award following terms shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.mean:

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date Sections 3(b), 3(c) and except as otherwise provided in this Section 33(d), with respect to each Award of Restricted Shares to Employee, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority Restricted Shares subject to determine whether and to what degree the such Award shall be deemed vestedforfeited to the Company at no cost to the Company if Employee’s employment with the Company or a subsidiary of the Company terminates prior to the termination of the Restricted Period applicable to such Restricted Shares. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in Upon Employee’s termination of employment during the event that the Participant’s employment or service with the Company is terminated Restricted Period due to a Qualifying Terminationdeath during the Restricted Period, then a pro-rata portion of then, the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), Awards covered hereby that have not vested shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully have vested as of the date of the Change of ControlEmployee’s death and the Restricted Period applicable to such shares shall terminate. (c) Upon (i) Employee’s termination of employment during the Restricted Period due to Disability (as defined below), or (ii) Furtherthe involuntary termination of Employee’s employment with the Company and its subsidiaries by action of the Company (or its subsidiary, if Employee is employed by a subsidiary of the Company) during the Restricted Period for reasons other than Just Cause (as defined below) (each, a “Termination Event”), then, with respect to the Award covered hereby with the earliest Scheduled Termination Date after such Termination Event, (A) a ratable portion of the number of Restricted Shares applicable to such Scheduled Termination Date (the “Next Vested Shares”) shall be deemed to have vested as of the date of such Termination Event, determined by multiplying the number of Next Vested Shares by a fraction with a numerator equal to the number of full months which have then elapsed since the last date of termination of a Restricted Period pursuant to this Agreement (or Issue Date in the event that no shares had previously vested) and a denominator equal to the Award total number of months between the last date of termination of a Restricted Period pursuant to this Agreement (or Issue Date in the event that no shares had previously vested) and the next Scheduled Termination Date under this Agreement, and rounding to the closest whole number, and (B) the Restricted Period applicable to such ratable portion of Next Vested Shares shall terminate. (d) If either (1) Xxx X. Xxxxxxx is substitutedno longer both the Chief Executive Officer and Chairman of the Board of the Company, assumed or continued (2) any “person,” as provided that term is defined in Section 3(d)(i3(a)(9) hereinof the Securities Exchange Act of 1934 (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Award will nonetheless become vested if the Participant’s employment Company or service is terminated 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 its Affiliates without Cause “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, or by the Participant with Good Reason within six months before any “Person” or “group” (as those terms are used in which case vesting shall not occur until the effective date Sections 13(d) and 14(d) of the Change Exchange Act), becomes the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Controlsecurities of the Company representing in the aggregate forty-nine percent (49%) or one year after more of either the effective date then outstanding shares of Common Stock of the Company or the voting power of the Company, in either such case (each of the events described in (1) and (2) above being referred to herein as a "Fundamental Change"), and Recipient’s employment with the Company is involuntarily terminated within two (2) years of such Fundamental Change, then immediately upon such termination, the unvested Restricted Shares shall be forfeited to the Company at no cost to the Company and Employee shall receive a new separate grant of __________________ (___00) shares of fully vested and unrestricted Company common stock (the “Additional Grant”). In the event that within two (2) years of a Fundamental Change Employee’s job responsibilities are substantially reduced, his annual salary is reduced, or he is required to move his office location more than 30 miles from its existing location, and Employee terminates his employment due to such reduction or required move within 15 days of Control (in which case vesting shall occur as such reduction or the announcement of the Participantrequired move, then Employee shall be deemed to have been involuntarily terminated for purposes of this paragraph, and immediately upon such termination, the unvested Restricted Shares shall be forfeited to the Company at no cost to the Company and Employee shall receive the Additional Grant of _____________ (____00) shares. However, notwithstanding the above, the Company’s Termination Date)obligation to issue the Additional Grant shall be contingent upon the Company having availability under the Plan. (e) If the Participant’s Unless and until Restricted Shares are delivered to Employee upon vesting, such Restricted Shares shall not be sold, assigned, transferred, discounted, exchanged, pledged, or otherwise encumbered or disposed of by Employee in any manner. Transfer of employment without interruption of service between or service with among the Company is terminated and any of its subsidiaries shall not be considered a termination of employment. (f) With respect to each Award of Restricted Shares to Employee, upon the termination of the Restricted Period applicable to such shares, the restrictions applicable to the Restricted Shares that have not theretofore been forfeited shall terminate, and as soon as practicable thereafter a stock certificate for any reason other than a Change the number of Control, a Qualifying Termination Restricted Shares with respect to Employees and Consultantswhich the restrictions have terminated, together with any dividends or death or disability other distributions with respect to Directors such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered, free of all such restrictions, to Employee or Employee’s beneficiary or estate, as provided the case may be. (g) Notwithstanding anything contained herein (including but not limited to a termination for Cause)the contrary, the unvested Committee shall have the right to cancel all or any portion of any outstanding restrictions prior to the Award shall immediately terminate and the Participant shall have no rights termination of such restrictions with respect to the Award any or the Shares underlying the unvested portion all of the AwardRestricted Shares on such terms and conditions as the Committee may, in writing, deem appropriate. (h) For purposes of this Agreement, the following terms shall have the indicated meanings: Disability: The “Disability” of Employee shall be deemed to have occurred if, in the good faith judgment of the Committee, Employee shall become unable to continue the proper performance of Employee’s duties as an employee of the Company or a subsidiary thereof on a full-time basis as a result of Employee’s physical or mental incapacity.