Common use of Vesting; Forfeiture Clause in Contracts

Vesting; Forfeiture. (a) The Restricted Incentive Units that comprise the Subject Award shall be subject to a Performance Period that shall terminate on the Vesting Date based on the attainment and certification of the Performance Goal as described Schedule A; provided that Participant is in the continuous service of the Company or its Affiliates until such Vesting Date. (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A; (ii) if a Change of Control occurs following the date hereof, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate; or (iii) if, during the Performance Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance 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 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 the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death 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) As soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or 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 anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.

Vesting; Forfeiture. (a) The Restricted Incentive Units that comprise the Subject Award shall be subject to a Performance Period that shall terminate on the Vesting Date based on the attainment and certification of the Performance Goal as described Schedule A; provided that Participant is in the continuous service of the Company or its Affiliates until such Vesting Date. (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A; (ii) if a Change of Control occurs following the date hereof, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate; or (iii) if, during the Performance Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance 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 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 the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death 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) As soon as reasonably practicable following the close of the Performance Period, the Special Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or 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 anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.

Vesting; Forfeiture. (a) The Restricted Incentive Units that comprise the Subject Award shall be subject to a Performance Period that shall terminate on the Vesting Date based on the attainment and certification of the Performance Goal as described on Schedule A; provided that Participant is in the continuous service of the Company or its Affiliates until such Vesting Date. (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service Participant experiences a Separation from Service with the Company or and its Affiliates terminates prior to the termination of the Performance Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described on Schedule A; (ii) if (A) a Retirement occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, (B) Participant has complied with Schedule C through the date of his or her Retirement, (C) Participant agrees, prior to his or her Retirement, to comply with the terms and conditions set forth in Schedule C following his or her Retirement, and (D) Participant delivers, prior to his or her Retirement, an acknowledgment of such agreement contemplated in the foregoing clause (C) to the Company (if requested), then the Restricted Incentive Units or a portion thereof shall remain eligible for vesting on the Vesting Date as follows: (x) if such Retirement constitutes an Early Retirement or an Intermediate Retirement, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described on Schedule A; or (y) if such Retirement constitutes a Normal Retirement, the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described on Schedule A; (iii) if a Change of Control occurs following the date hereof, then the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate; or (iii) if, during the Performance Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance 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 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 the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death 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) As soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or 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 anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.become vested as follows:

Vesting; Forfeiture. (a) The Restricted Incentive Units that comprise the Subject Award shall be subject to a Performance Restriction Period that shall commence on the Grant Date and terminate on the Vesting Date based on the attainment and certification third anniversary of the Performance Goal as described Schedule A; provided that Vesting Commencement Date, if Participant is in the continuous service of the Company or its Affiliates until such Vesting Datevesting date. (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service Participant experiences a Separation from Service with the Company or and its Affiliates terminates prior to the termination of the Performance Restriction Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereofRestriction Period, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on become fully vested and the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule ARestriction Period shall terminate; (ii) if (A) a Change of Control Retirement occurs following during the Restriction Period, (B) Participant has complied with Schedule A through the date hereofof his or her Retirement, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate; or (iiiC) ifParticipant agrees, during the Performance Period, the Participant dies prior to his or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate. Notwithstanding the foregoingher Retirement, 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 comply with the Company or its Affiliates, such Participant is a “specified employee” (as defined in Section 409A of the Code), terms and the deferral of the commencement of any amount of the payments or benefits otherwise payable pursuant to the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death 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 conditions set forth in Section 402(g)(1)(BSchedule A following his or her Retirement, and (D) Participant delivers, prior to his or her Retirement, an acknowledgment of the Code such agreement contemplated 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 foregoing clause (without interestC) to the Participant on Company (if requested), then the earliest to occur of (i) or (ii) in the immediately preceding sentence. (c) As soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or 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 anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (become vested and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.Restriction Period shall terminate as follows:

Vesting; Forfeiture. (a) Awarded Units which have become vested pursuant to the 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 Restricted Incentive Units that comprise the Subject Award Participant shall be subject eligible to a Performance Period that shall terminate receive payment with respect to the Vested Units in accordance with Section 4 below. a. Except as otherwise provided in this Section 3, (i) One third (1/3) of the Awarded Units (rounded down for any fractional shares) will vest on the Vesting Date based on the attainment and certification first anniversary of the Performance Goal as described Schedule A; Date of Grant, provided that the Participant is in providing services to (or if the continuous service of Participant is an Employee, is employed by) the Company or its Affiliates until Subsidiaries on such Vesting Date. (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule Adate; (ii) One third (1/3) of the Awarded Units (rounded down for any fractional shares) will vest on the second anniversary of the Date of Grant, provided that the Participant is providing services to (or if a Change of Control occurs following the date hereofParticipant is an Employee, is employed by) the Restricted Incentive Units shall become fully vested at Company or its Subsidiaries on such date) the Target amount and the Performance Period shall terminate; orCompany or its Subsidiaries on such date, and (iii) ifThe remaining Unvested Units will vest on the third anniversary of the Date of Grant, during provided that the Performance PeriodParticipant is providing services to (or if the Participant is an Employee, is employed by) the Company or its Subsidiaries on such date) the Company or its Subsidiaries on such date. b. Except as otherwise provided by Section 3.c. hereof, immediately upon the Participant’s Termination of Service for any reason whatsoever, the Participant dies or he or she becomes disabled and qualified shall be deemed to receive benefits under have forfeited all of the CompanyParticipant’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate. Unvested Units. c. Notwithstanding the foregoing, to in the extent event that a Change in Control occurs and on or after the Subject Award is subject to Section 409Adate of the Change in Control, 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 Termination 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 Service by the Company (or by its Affiliatessuccessor following the Change in Control) without Cause, such Participant is a “specified employee” (as defined in Section 409A then 100% of the Code), and the deferral of the commencement of any amount of the payments or benefits otherwise payable pursuant to the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death 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) As soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or the delivery of the certificate(s) with respect to such Unvested Units shall constitute delivery of immediately become Vested Units upon 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 occurstermination. (d) Notwithstanding anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.

Vesting; Forfeiture. (a) The Participant’s Restricted Incentive Stock Units that comprise shall become vested in accordance with the Subject Award following terms: • [ ] Restricted Stock Units shall be subject to a Performance Period that shall terminate vest on the Vesting Date based date that the Company’s Stock price equals at least $ per share; • An additional [ ] Restricted Stock Units shall vest on the attainment date that the Company’s Stock price equals at least $ per share; and certification of the Performance Goal as described Schedule A; provided that Participant is in the continuous service of the Company or its Affiliates until such Vesting Date. (b) • The remaining [ ] Restricted Incentive Stock Units shall be forfeited to vest on the Company date that the Company’s Stock price equals at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Period applicable to such Restricted Incentive Unitsleast $ per share; provided, however: (i) if , that the Participant remains continuously employed by, or in service as a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A; (ii) if a Change of Control occurs following the date hereofdirector of, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate; or (iii) if, during the Performance Period, the Participant dies Company or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminatea Subsidiary until each such respective vesting date. Notwithstanding the foregoing, Restricted Stock Units that have not become vested as of the tenth anniversary of the Award Date shall be forfeited on that date. Vesting of the Restricted Stock Units pursuant to the extent goals above may also occur in the Subject Award is subject to Section 409A, event of a merger or acquisition of the Company in no event shall any Units be delivered when Participant becomes disabled and qualified to receive benefits under which the price per share for the Company’s long-term disability plan unless Participant incurs a “disability” within Stock satisfies the meaning of Treas. Reg. Section 1.409A-3(i)(4)above vesting thresholds. Notwithstanding anything herein any provision to the contrarycontrary in any other agreement entered into between the Participant and the Company, if, at if the time of a Participant’s termination of employment or Participant terminates service with the Company or and its AffiliatesSubsidiaries for any reason before all of his/her Restricted Stock Units have become vested under this Agreement, such Participant is 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 the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death or (ii) the first business day Restricted Stock Units 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 have not exceed the limits set forth in Section 402(g)(1)(B) become vested as of the Code in effective date of the year of such termination shall be payable immediately upon terminationforfeited. Any payments or benefits deferred due to Neither the requirements of this paragraph will be paid in a lump sum (without interest) Company nor any Subsidiary shall have any further obligations to the Participant on the earliest to occur of (i) or (ii) in the immediately preceding sentence. (c) As soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or the delivery of the certificate(s) under this Agreement 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 occursforfeited Restricted Stock Units. (d) Notwithstanding anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.

Vesting; Forfeiture. (a) The Participant shall vest in his rights under the Restricted Incentive Units that comprise Shares and any accumulated dividends described in Paragraph 4 hereof, and the Subject Award Company's right to reclaim such shares or dividends shall be subject lapse, with respect to a Performance Period that shall terminate 33%, 33% and 34% of the Restricted Shares on the Vesting Date based on the attainment first, second and certification third anniversaries, respectively, of the Performance Goal as described Schedule A; Grant Date (the "Vesting Dates"), provided that Participant is remains in the continuous service of the Company or its Affiliates until such Vesting Date. (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service Continuous Service with the Company or its Affiliates terminates prior from the Grant Date to such Vesting Dates. Unless otherwise determined by the Committee, Participant shall immediately forfeit all rights to any unvested portion of the Restricted Shares upon termination of the Performance Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during Participant's Continuous Service with the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible Company for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A; (ii) if a Change of Control occurs following the date hereof, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate; or (iii) if, during the Performance Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance 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)reason. 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 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 the Plan is necessary or in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death 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) As soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or 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 Agreement to the contrary, in no the event shall of (a) a serious breach of conduct by Participant (including, without limitation, any conduct prejudicial to or in conflict with the Company) or (b) a termination of Participant's Continuous Service for cause pursuant to the Company's Second Amended and Restated Certificate of Incorporation, as amended from time to time, the Committee may, if such Units be delivered conduct or termination occurs within one year following any Vesting Date, require Participant, with respect to Participant later than only the formerly Restricted Shares vesting on such Vesting Date, (i) to forfeit and return to the end of the calendar year in which vesting occurs, or, if later, Company any such formerly Restricted Shares that are still held by Participant and (ii) if such formerly Restricted Shares have been sold or transferred by Participant, to pay over to the 15th day Company any proceeds from any such sale or transfer of such formerly Restricted Shares. Such forfeiture or payment obligation shall be effective as of the third calendar month following date specified by the date on which vesting occursCommittee. The Committee may provide for an offset of any future payments owed by the Company to Participant if necessary to satisfy the payment obligation. The determination of whether Participant has engaged in a serious breach of conduct shall be determined by the Committee in good faith and in its sole discretion. (d) Notwithstanding anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.

Vesting; Forfeiture. (a) The Restricted Incentive Units that comprise the Subject Award shall be subject to a Performance Restriction Period that shall terminate commence on the Vesting Grant Date based on the attainment and certification of the Performance Goal as described Schedule A; provided that terminate [·],(2) if Participant is in the continuous service of the Company or its Affiliates until such Vesting Datevesting date(s). (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Restriction Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Restriction Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on become fully vested and the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A;Restriction Period shall terminate; (3) (ii) if a Qualifying Termination occurs during the Restriction Period and on or after the occurrence of a Change of Control that occurs following the date hereof, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Restriction Period shall terminate; or (iii) if, during the Performance Restriction Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance 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 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 the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death 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) As soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or 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 anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.

Vesting; Forfeiture. (a) The Restricted Incentive Units that comprise the Subject Award shall be subject to a Performance Restriction Period that shall terminate commence on the Vesting Grant Date based on the attainment and certification of the Performance Goal as described Schedule A; provided that terminate [·],(2) if Participant is in the continuous service of the Company or its Affiliates until such Vesting Datevesting date(s). (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Restriction Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Restriction Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on become fully vested and the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A;Restriction Period shall terminate; (3) (ii) if a Qualifying Termination occurs during the Restriction Period and on or after the occurrence of a Change of Control that occurs following the date hereof, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Restriction Period shall terminate; or (iii) if, during the Performance Restriction Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance 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 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 the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death 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) As soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or 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 anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.by

Vesting; Forfeiture. (a) The Restricted Incentive Units that comprise the Subject Award Shares shall be subject to a Performance Period restricted period that shall terminate commence on the Vesting Grant Date based on the attainment and certification of the Performance Goal as described Schedule A; provided that and, if Participant is in the continuous service of the Company or its Affiliates until such vesting dates, terminate on the vesting dates set forth as follows (such period herein called the “Restricted Period"): (i) thirty-three and one-third percent (331/3%) of such Shares (if a fractional number, then the next lower whole number) shall vest on the first anniversary of the Vesting Commencement Date, (ii) thirty-three and one-third percent (331/3%) of such Shares (if a fractional number, then the next lower whole number) shall vest on the second anniversary of the Vesting Commencement Date, and (iii) the remainder of such Shares shall vest on the third anniversary of the Vesting Commencement Date. (b) The Restricted Incentive Units Shares shall be forfeited to the Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Restricted Period applicable to such Restricted Incentive UnitsShares; provided, however: (i) if , that, in the event of a Qualifying Termination occurs occurring during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A; (ii) if a Change of Control occurs following the date hereofPeriod, the Restricted Incentive Units Shares shall become fully vested at the Target amount and the Performance Period shall terminate; or (iii) if, during the Performance Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate. Notwithstanding Unless and until the foregoingRestricted Shares are delivered to Participant upon vesting, the Restricted Shares shall not be assigned, alienated, pledged, attached sold or otherwise transferred or encumbered by Participant in any manner. (c) Nothing in this Agreement shall confer upon Participant any right to continue in 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 employ or service with of the Company or its Affiliates, such Participant is a “specified employee” (as defined nor shall this Agreement interfere in Section 409A any manner with the right of the Code), and the deferral of the commencement of any amount of the payments or benefits otherwise payable pursuant to the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death 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 Affiliates to terminate 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) employment or service of the Code in the year of such termination shall be payable immediately upon termination. Any payments Participant with 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 sentencecause at any time. (cd) As Upon the termination of the Restricted Period applicable to the Restricted Shares, the restrictions applicable to the Restricted Shares that have not theretofore been forfeited shall terminate, and as soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing thereafter a certificate for the number of vested Restricted Incentive UnitsShares with respect to which the restrictions have terminated, together with any distributions with respect to such Restricted Shares 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 entry on the transfer agent’s books or 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. (de) Notwithstanding anything contained herein to the contrary, the Committee shall have the right to cancel all or any portion of any outstanding restrictions prior to the termination of such restrictions with respect to any or all of the Restricted Shares on such terms and conditions as the Committee may, in no event shall writing, deem appropriate. (f) Subject to any forfeiture, Participant will have any the right to vote any, or such Restricted Shares and to exercise any all other rights, powers and privileges of a holder of the Units Shares with respect to such Shares, with the exception that the Participant will not be entitled to delivery of the certificate(s) representing such Restricted Incentive Units Shares until such time that (i) the Performance Restriction Period applicable thereto or to such Restricted Incentive Units or a portion thereof shall have expired (and unless all other conditions to payment vesting requirements with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.

Vesting; Forfeiture. (a) Awarded Units which have become vested pursuant to the 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 Restricted Incentive Units that comprise the Subject Award Participant shall be subject eligible to a Performance Period that shall terminate on receive shares of Common Stock with respect to the Vesting Date based on Vested Units in accordance with Section 4 below. Subject to the attainment provisions of Section 5 and certification Section 34 below and except as otherwise provided in this Section 3, the Awarded Units will be vested in accordance with the Schedule set forth below, if, as of the Performance Goal as described Schedule A; provided that date(s) specified in the Schedule, the Participant is in employed by (or if the continuous service of Participant is a Contractor, is providing services to) the Company or its Affiliates until Subsidiaries on such Vesting Datedate(s)): The one year anniversary of the Date of Grant 33.3% The second year anniversary of the Date of Grant An additional 33.3% The third year anniversary of the Date of Grant An additional 33.4% a. Except as otherwise provided by Section 3.b. (b) The Restricted Incentive Units , Section 3.c. and Section 3.d. hereof, immediately upon the Participant’s Termination of Service for any reason whatsoever, the Participant shall be deemed to have forfeited all of the Participant’s Unvested Units. Similarly, if the Participant provides notice to the Company at no cost to the Company if Participant’s in accordance with Section 7 hereof that he or she is resigning from employment or service with the Company or its Affiliates terminates prior for any reason, then the Participant shall be deemed to the termination have forfeited all of the Performance Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount Participant’s Unvested Units as of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification first day of the Performance Goal as described Schedule A; (ii) if a Change of Control occurs following the date hereof, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Notice Period shall terminate; or (iii) if, during the Performance Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance 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 a “specified employee” (as defined in Section 409A 7 hereof). b. Notwithstanding the foregoing and except as otherwise provided in Section 5 below, in the event that a Change in Control occurs, the acquiror or surviving or resulting corporation assumes the Units and on or after the date of the Code)Change in Control, and the deferral Participant incurs a Termination of Service by the commencement of any amount of Company (or by its successor following the payments Change in Control) without Cause or benefits otherwise payable pursuant to by the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of Participant for Good Reason, then all Unvested Units shall immediately become Vested Units upon such termination. c. Notwithstanding the Codeforegoing, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to if the Participant) will be deferred until ’s employment with the earlier to occur Company or any of (i) its Subsidiaries terminates by reason of the Participant’s death or Total and Permanent Disability, all Unvested Units shall immediately become Vested Units upon such termination. d. Notwithstanding anything to the contrary contained herein and subject to Section 5 and the Non-Compete in this Section 3.d.(i), if at any time after the date the Participant reaches eligible age for retirement (ii) “Retiring Participant”), the first business day Retiring Participant, after providing the Company with three months written notice of his or her intent to retire, incurs a Termination of Service with the Board’s consent (other than a Termination of Service for Cause or without Good Reason), then, provided that is six (6) months following the Company determines that the Retiring Participant continued to perform his or her duties during the three month notice period in accordance with the terms and conditions of the retirement transition plan provided to the Retiring Participant by the Company on or after the date the Retiring Participant provided notice of his or her intent to retire, the Unvested Units shall not be forfeited upon the Participant’s termination Termination of employment or service with Service and instead, such Unvested Units shall continue to be subject to 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 vesting provisions set forth in Section 402(g)(1)(B) 3.a. as if the Retiring Participant had remained employed by the Company (with shares of Common Stock being delivered pursuant to Section 4 on the Code in original Vesting Dates). The Retiring Participant acknowledges and agrees that once the year Retiring Participant provides written notice to the Company of such termination his or her intent to retire, the Retiring Participant shall no longer be eligible to receive any additional grants under the Plan. Eligible age for retirement 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 based on the earliest Retiring Participant’s age plus years of service, in accordance with the Company’s Retirement Policy in effect on the date the Retiring Participant provides written notice of his or her intent to occur of (i) or (ii) in the immediately preceding sentence. (c) As soon as reasonably practicable following the close of the Performance Periodretire. The Participant further acknowledges, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participantunderstands, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 agrees that the entry on the transfer agent’s books or 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 anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into Board retains the right to receive Units, and (iii) such Units are delivered to Participantmodify the Company’s Retirement Policy at any time.

Vesting; Forfeiture. (a) Awarded Units which have become vested pursuant to the 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 Restricted Incentive Units that comprise the Subject Award Participant shall be subject eligible to a Performance Period that shall terminate on receive shares of Common Stock with respect to the Vesting Date based on Vested Units in accordance with Section 4 below. a. Subject to the attainment provisions of Section 5 and certification Section 30 below and except as otherwise provided in this Section 3, (i) One hundred percent (100%) of the Performance Goal as described Schedule A; Time-Based Units will become vested on March 22, 2020, provided that the Participant is in employed by (or if the continuous service of Participant is a Contractor, Consultant or Outside Director, is providing services to) the Company or its Affiliates until Subsidiaries on such Vesting Datedate. (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A; (ii) if a Change of Control occurs following The Performance Units will vest on the date the Committee determines whether the vesting conditions set forth on Exhibit A hereto have been achieved (which date shall be no later than March 15, 2020). b. Except as otherwise provided by Section 3.c. and Section 3.g. hereof, immediately upon the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate; or (iii) if, during the Performance PeriodParticipant’s Termination of Service for any reason whatsoever, the Participant dies shall be deemed to have forfeited all of the Participant’s Unvested Units. c. Notwithstanding the foregoing and except as otherwise provided in Section 5 below and regardless of whether the performance criteria set forth in Exhibit A have been achieved, in the event that a Change in Control occurs and on or he or she becomes disabled and qualified to receive benefits under after the Company’s long-term disability plandate of the Change in Control, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance 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 Termination 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 Service by the Company (or by its Affiliates, such Participant is a “specified employee” successor following the Change in Control) without Cause (as defined in Section 409A 3.d. below) or by the Participant for Good Reason (as defined in Section 3.f. below), then 100% of the Code)Unvested Units shall immediately become Vested Units upon such termination. d. For purposes hereof, and “Cause” shall have the deferral of the commencement of any amount of the payments or benefits otherwise payable pursuant to the Plan is necessary meaning set forth in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be deferred until the earlier to occur of (i) the Participant’s death or (ii) the first business day that is six (6) months following the Participant’s termination of employment or service agreement 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 sentenceCompany. (c) As soon as reasonably practicable following the close of the Performance Period, the Committee shall determine and certify the extent to which (i) the Performance Goal as described on Schedule A is attained and (ii) the Restricted Incentive Units granted hereunder shall be vested, if at all. Such certification shall be final, conclusive and binding on Participant, and on all other persons, to the maximum extent permitted by law. As soon as reasonably practicable thereafter, Units representing the number of vested Restricted Incentive Units, 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 entry on the transfer agent’s books or 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 anything contained herein to the contrary, in no event shall Participant have any right to vote any, or to exercise any other rights, powers and privileges of a holder of the Units with respect to such Restricted Incentive Units until such time that (i) the Performance Period applicable to such Restricted Incentive Units or a portion thereof shall have expired (and all other conditions to payment with respect thereto have been fulfilled), (ii) such Restricted Incentive Units are converted into the right to receive Units, and (iii) such Units are delivered to Participant.