Common use of Vesting of RSUs Clause in Contracts

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Vesting of RSUs. (ai) The Subject to Sections 2(b) and 4 below, the Participant will vest in the RSUs covered by this Agreement shall become nonforfeitable and payable in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the GranteeParticipant’s continuous employment with the Company death or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed termination by the Company or a Subsidiary prior due to the Vesting Date. For purposes of this Agreement, “continuously employeddisability” (or substantially similar term) means as defined under the absence applicable long-term disability plan of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leaveor, military leave or any other leave of absence approved if there is no such plan, as determined by the Company Board or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events Committee (each, a the “Vesting EventAdministrator”) at a time when )), such that the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee Participant is continuously no longer employed by the Company or any Subsidiary, the Participant’s right to vest in the RSUs and to receive the Stock related thereto will terminate effective as of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested RSUs or older while continuously employed the related Stock. In such case, any unvested RSUs held by the Company Participant immediately following such termination of employment will be deemed forfeited. In the event that the Participant’s employment is terminated by reason of death or disability, then any unvested portion of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum RSUs will automatically accelerate and the Participant will become fully vested in the RSUs upon termination of age 55), plus full years of continuous employment by reason of death or disability. In all cases, the Company or any date of its Subsidiaries, equals 75termination of employment for purposes of the RSUs will be determined in the sole discretion of the Administrator. (cb) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last Solely for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in ControlCompany, in its sole discretion, may consent to treating employment of the Participant by Dell Technologies Inc. (“Parent”), or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if the Participant is employed by the Company in accordance with procedures approved by the Committee, provided, however, that if the Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.

Vesting of RSUs. (a) The Subject to Sections 2(b) and 4 below, the Participant will vest in the RSUs covered by this Agreement shall become nonforfeitable and payable in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the GranteeParticipant’s continuous employment with the Company death or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed termination by the Company or a Subsidiary prior due to the Vesting Date. For purposes of this Agreement, “continuously employeddisability” (or substantially similar term) means as defined under the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary applicable long-term disability plan of the Company. Continuous employment shall not be considered interrupted , or terminated in the case of sick leaveSubsidiary or, military leave or any other leave of absence approved if there is no such plan, as determined by the Company Board or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events Committee (each, a the “Vesting EventAdministrator”) at a time when )), such that the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee Participant is continuously no longer employed by the Company or any Subsidiary the Participant’s right to vest in the RSUs and to receive the Stock related thereto will terminate effective as of its Subsidiaries; or (ii) the Granteedate that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested RSUs or the related Stock. In such case, any unvested RSUs held by the Participant immediately following such termination of employment will be forfeited. In the event that the Participant’s retirement (A) at age 62 employment is terminated by reason of death or older while continuously employed disability, then any unvested portion of the RSUs will automatically accelerate and the Participant will become fully vested in the RSUs upon termination of employment by reason of death or disability. In all cases, the date of termination of employment for purposes of the RSUs will be determined in the sole discretion of the Administrator and will not be extended by any notice period or “garden leave” that may be required contractually or under applicable laws and during which time the Participant is not actively rendering services, unless otherwise determined by the Company or any of in its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75sole discretion. (cb) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last Solely for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in ControlCompany, in its sole discretion, may consent to treating employment of the Participant by Dell Technologies Inc. (“Parent”), or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if the Participant is employed by the Company in accordance with procedures approved by the Committee, provided, however, that if the Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof in substantially equal installments on the third anniversary each of the Date of Grant (the “Vesting Date”)__________________________________, conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through such dates (the period from the Date of Grant until _______ __, 20__, the “Vesting DatePeriod”). Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d4(c) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the end of the Vesting DatePeriod. For purposes of this Agreement, “continuously employed” (or substantially similar termterms) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the CompanySubsidiary. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable):) in the following manner: (i) All of the Grantee’s death RSUs shall become nonforfeitable and payable to the Grantee if the Grantee should die or becoming become Disabled prior to the end of the Vesting Period while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) In the Grantee’s retirement (Aevent of a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become nonforfeitable and payable in accordance with Section 4(c) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75below. (c) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the end of the Vesting Date Period or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cashControl, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable vest over four years in annual installments with 20% of the RSUs vesting on each of the first second and payable to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (and 40% vesting on the “Vesting Date”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination fourth anniversary of the Grantee’s employment with the Company or with a Subsidiary Date of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events Grant (each, a “Vesting EventDate”); provided, that the Participant remains in continuous employment or service with the Company and its Affiliates through the applicable Vesting Date. (b) at a time when Except as set forth in Section 2(c) or Section 2(d) below, if the RSUs have not been forfeited (Participant’s employment or service with the Company and its Affiliates is terminated for any reason prior to the extent the RSUs have not previously become nonforfeitable): Vesting Date, then (i) all rights of the Grantee’s death or becoming Disabled while Participant with respect to RSUs that have not vested as of the Grantee is continuously employed by the Company or any date of its Subsidiaries; or termination shall immediately terminate, (ii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iii) neither the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or Participant nor any of its Subsidiaries; the Participant’s successors, heirs, assigns, or (B) at personal representatives shall thereafter have any further rights or after interests in such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75unvested RSUs. (c) In the event that the Participant’s employment or service is terminated (i) by the Company without Cause, (ii) by the Participant with Good Reason, (iii) on account of Retirement, or (iv) due to the Participant’s death or Disability prior to the Vesting Date, then in each case, such RSUs shall immediately accelerate and vest and any such restrictions shall lapse in accordance with the terms of the Employment Agreement entered into between the Participant and the Company on May 22, 2024 (the “Xxxxx Agreement”), including the requirement for the execution and non-revocation of the Release of Claims provided under Section 6(h) of the Xxxxx Agreement and attached thereto as Exhibit C upon the occurrence of a termination of employment or service under clauses (i)-(iii) of this Section 2(d). For purposes of this Section 4Award Agreement, the Grantee terms “Good Reason,” “Cause,” “Retirement” and “Disability” shall be considered “Disabled” if have the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor meanings set forth in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionXxxxx Agreement.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 4, the Grantee Only Earned RSUs shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last eligible for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUsvesting, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the vested RSUs will become nonforfeitable and payable shall be subject to the Grantee settlement restrictions set forth in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”)6 below. (ii) For purposes Except as otherwise provided in this Section 3, the “Restricted Period” shall begin on the Grant Date and shall end on the second anniversary of the Measurement Date. Earned RSUs shall vest on the last day of the Restricted Period, provided that the Participant has not incurred a Termination of Service before the end of the Restricted Period. (iii) Notwithstanding the foregoing provisions of this Agreement, a “Replacement Award” means an award Section 3: (A) If the Participant’s Termination of Service occurs due to (1) termination of the same type Participant’s employment by the Participant’s employer without Cause, (e.g.2) the Participant’s Disability or (3) the Participant’s death, time-based restricted stock units) as the Replaced Award, Restricted Period shall end for any Earned RSUs and the Participant shall forfeit any unearned RSUs. (B) that has If the Participant’s Termination of Service occurs due to a value at least equal to the value Qualifying Retirement, (1) all or a portion of the Replaced AwardRSUs may be eligible to become earned as determined by the Committee in its sole discretion, taking into consideration the date of, and actual performance through, the date of the Qualifying Retirement as determined by the Committee in its sole discretion; and (2) the Restricted Period for all or a portion of any Earned RSUs that are unvested (including those that become earned due to a Qualifying Retirement in accordance with this paragraph) may end as of the date of the Qualifying Retirement as determined by the Committee in its sole discretion; and the Participant shall forfeit any unearned and unvested RSUs as of such date. (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of Upon a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, the Restricted Period shall end for (1) all Earned RSUs, (2) all unearned RSUs if the Plan and this Award Agreement are not fully assumed in its sole discretionsuch Change in Control, and (3) all unearned RSUs if the Plan and this Award Agreement are fully assumed in such Change in Control and the Participant’s employment is terminated by the Participant’s employer without Cause or by the Participant for Good Reason following such Change in Control. (D) If the Participant’s Termination of Service occurs due to termination of the Participant’s employment by the Participant’s employer for Cause or by the Participant voluntarily (other than due to Retirement), the Participant shall forfeit all RSUs (whether or not earned) under the Plan and this Award Agreement.

Vesting of RSUs. (a) The RSUs covered by this Agreement awarded hereunder shall become nonforfeitable vest, and payable to the restrictions on such RSUs shall lapse, only if Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the Grantee’s remains in continuous employment service with the Company or a Subsidiary through Corporation until the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination applicable anniversary of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leaveAward Date, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events as set forth below (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced AwardDate”). (i) (ii) For purposes (iii) (iv) Notwithstanding the foregoing, all unvested RSUs shall vest, and the restrictions on such RSUs shall immediately lapse upon the death or Disability of this AgreementGrantee. Furthermore, a “Replacement Award” means an award (A) of notwithstanding the same type (e.g.foregoing, time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control event that Xxxxxxx’s employment or another entity that is affiliated service with the Company and all Subsidiary Corporations is terminated prior to a Vesting Date for any reason other than death, Disability, or its successor following Cause, and the Change Company and Grantee have entered or do enter into a separation agreement, the terms of which provide for immediate or accelerated vesting of the RSUs or negotiation for the immediate or accelerated vesting thereof, then notwithstanding such termination of employment or service and notwithstanding the terms of any such separation agreement, no unvested RSU shall become payable prior to the applicable Settlement Date, as such term is defined in Control or is payable solely Section 3 hereof, and furthermore, settlement of any such unvested RSU shall be contingent on Grantee’s compliance with the terms of such separation agreement (including any restrictive covenants therein). In the event that a period set forth in cash, (D) if the any such separation agreement during which Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences fulfillment of the Replaced Awardconditions set forth therein (including any restrictive covenants) shall lapse prior to a Settlement Date, and (E) the other terms and conditions no settlement of which are not less favorable such RSU shall occur prior to the applicable Settlement Date. If Grantee holding the Replaced Award than does not comply with the terms and conditions of the Replaced Award such separation agreement (including any restrictive covenants therein) during any period prior to a Vesting Date, any remaining RSUs shall be immediately forfeited on the provisions that would apply in first date on which the event of Committee makes a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionsuch noncompliance.

Vesting of RSUs. (a) The Participant’s right to receive Common Shares equal to RSUs covered by this Agreement shall granted will become fully vested and nonforfeitable and payable to if the Grantee pursuant to Section 5 hereof on Participant remains in the third anniversary continuous employ of the Company for a period of one year from the Date of Grant (the “First Vesting DatePeriod”); an additional RSUs granted will become fully vested and nonforfeitable if the Participant remains in the continuous employ of the Company for a period of two years from the Date of Grant (the “Second Vesting Period”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any an additional RSUs that do not so granted will become fully vested and nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated Participant remains in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations continuous employ of the Company for a period of three years from the Date of Grant (the “Third Vesting Period”), and its Subsidiariesan additional RSUs granted will become fully vested and nonforfeitable if the Participant remains in the continuous employ of the Company for a period of four years from the Date of Grant (the “Fourth Vesting Period”). (b) Notwithstanding In addition to becoming vested and nonforfeitable as provided in Section 4(a1(a) above, in the event of a Change in Control during the employment of the Participant and prior to the anniversary of the Date of Grant, the RSUs shall become vested and nonforfeitable as follows: (i) If the Participant is a participant in Xxxxxx Tire & Rubber Company’s Change in Control Severance Pay Plan (the “Severance Plan”), RSUs shall become vested and nonforfeitable as provided in the Severance Plan. (ii) If the Participant is not a participant in the Severance Plan, if upon a Change in Control, the successor to Xxxxxx Tire & Rubber Company assumes (expressly or impliedly by operation of law) the Company’s obligations under this Award Agreement or Plan or issues to the Participant a substitute equity-based award of equivalent value on no less favorable terms for vesting or payment as provided under the RSUs so replaced, the RSUs granted to the Participant (including dividend equivalents credited thereon), if then unvested, shall vest pursuant to Section 1(a) and be paid in accordance with the terms and conditions of this Award Agreement; provided, however, if the Participant’s employment is subsequently terminated during the Severance Period by the Company and such termination is without Cause, the RSUs granted to the Participant (including dividend equivalents credited thereon), if then unvested, shall fully vest immediately upon the Participant’s termination of employment, and if not previously distributed, on the 31st day following the Participant’s termination of employment (or, if applicable, in accordance with the terms of any previously elected deferral election), the Company shall deliver to the Participant with respect to each such vested RSU one (1) Common Share (or equivalent shares of the acquiring company’s common stock). If the Participant’s employment is terminated during the Severance Period for Cause, the RSUs shall terminate pursuant to Section 2. (iii) If the Participant is not a participant in the Severance Plan, if upon a Change in Control, the successor to Xxxxxx Tire & Rubber Company has not assumed (expressly or impliedly by operation of law) the Company’s obligations under this Award Agreement or Plan or issued to the Participant a substitute equity-based award of equivalent value on no less favorable terms for vesting or payment as provided under these RSUs so replaced, the RSUs granted to the Participant (including dividend equivalents credited thereon), if then unvested, shall fully vest immediately upon the consummation of the Change in Control, and if not previously distributed, the Company shall pay to the Participant with respect to each such vested RSU the full value thereof based upon the per-share consideration received by holders of the Common Shares upon the Change in Control, payable at the same time as such holders of the Common Shares receive their consideration (or, if applicable, in accordance with the terms of any previously elected deferral election). (c) Notwithstanding the provisions of Section l(a) and Section 1(b), all of the RSUs shall vest and become immediately nonforfeitable and payable on the date on which the Participant ceases to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously be employed by the Company due to the death, Disability or any Retirement of its Subsidiariesthe Participant; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55)provided, plus full years of continuous employment by the Company or any of its Subsidiarieshowever, equals 75. (c) For purposes of this Section 4, the Grantee that vesting shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity not occur by reason of any medically determinable physical or mental impairment which can be expected to result Retirement unless the Participant has remained in death or can be expected to last for a the continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities employ of the Company or its successor in for at least 6 months after the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences Date of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionGrant.

Vesting of RSUs. (a) The number of RSUs covered by this Agreement shall become nonforfeitable and payable eligible to vest (“Eligible RSUs”) will range from 0%-150% of the Grantee pursuant to number of RSUs set forth in Section 5 hereof 1, depending on the third anniversary level of achievement by the Company of the Date Adjusted Free Cash Flow (Adjusted EBITDA, less PP&E) target for the Company’s 2020 through 2022 fiscal years (the “Performance Period”), as described in Schedule A. The number of Grant Eligible RSUs shall be fixed as of the date that the Committee certifies the level of attainment of the Company’s Adjusted Free Cash Flow (Adjusted EBITDA, less PP&E) target for the Performance Period. (b) The Eligible RSUs shall vest in full on March 15, 2023 (the “Vesting Date”), conditioned upon ; provided that the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be Participant remains continuously employed by the Company or a Subsidiary prior to through the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar termDate except as provided in Sections 3(d) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b3(e) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75hereof. (c) For purposes of this Section 4, In the Grantee shall be considered “Disabled” if event the Grantee is: Participant’s Employment terminates prior to the Vesting Date for any reason other than the Participant’s (i1) unable to engage Qualifying Termination following a Change in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, Control or (ii2) by reason of death, as provided in Sections 3(d) and 3(e) hereof, any medically determinable physical or mental impairment which can unvested RSUs subject to an Eligible RSU Installment will be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees immediately forfeited as of the Companydate of such termination of Employment. (d) (i) Notwithstanding Section 4(a) above, if at any time before In the Vesting Date or forfeiture of event the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, RSUs are assumed in connection with a Change in Control occurs, then and the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered Participant’s Employment terminates by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event reason of a subsequent Change in Control). A Replacement Award may be granted only to Qualifying Termination during the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of one-year period following a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionall unvested Eligible RSU Installments will immediately vest on the date of such Qualifying Termination, based on an assumed attainment level of 100%. (e) In the event the Participant’s Employment terminates due to the Participant’s death, all unvested Eligible RSU Installments will immediately vest on the date of such termination, based on an assumed attainment level of 100%.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable Subject to Participant’s continued employment with a Company Group Member on each applicable vesting date and payable subject to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes terms of this Agreement, “continuously employed” including, without limitation, Section 2.2(b), (or substantially similar termc) means and (d), the absence of any interruption or termination of RSUs shall vest in such amounts and at such times as are set forth in the GranteeGrant Notice. (b) In the event Participant’s employment with the Company Group Members is terminated, except as otherwise provided in Section 2.2(c) or with (d), or as may be otherwise provided by the Administrator or as set forth in a Subsidiary of written agreement between Participant and the Company. Continuous employment , including the Employment Agreement, Participant shall immediately forfeit any and all RSUs granted under this Agreement that have not be considered interrupted vested or terminated in the case of sick leave, military leave do not vest on or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable prior to the Grantee pursuant to Section 5 hereof upon the occurrence date on which such termination of employment occurs, and Participant’s rights in any of the following events (each, a “Vesting Event”) at a time when the such RSUs have that are not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75so vested shall lapse and expire. (c) For purposes of this Section 4, In the Grantee shall be considered “Disabled” if event that Participant’s employment with the Grantee is: (i) unable to engage in any substantial gainful activity Company Group Members is terminated by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected Disability, then subject to last for Participant’s execution and delivery to the Company of a continuous period general xxxxxx and release of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected claims in a form reasonably acceptable to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company, 100% of Participant’s then unvested RSUs shall immediately accelerate and become vested and be settled with Participant within thirty (30) days from such termination of employment. (d) (i) Notwithstanding Section 4(a) above, if at any time before In the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent event that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated Participant’s employment with the Company or its successor Group is terminated without cause within twelve (12) months following a Change of Control (as defined in the Change in Control or is payable solely in cashEmployment Agreement), (D) if the Grantee holding the Replaced Award is then subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, Participant’s execution and (E) the other terms and conditions of which are not less favorable delivery to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event Company of a subsequent Change general waiver and release of claims in Control). A Replacement Award may be granted only a form reasonably acceptable to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A Company, 100% of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionParticipant’s then outstanding RSUs shall become vested.

Vesting of RSUs. (a) The RSUs covered by this Agreement following vesting provisions shall become nonforfeitable and payable apply to the Grantee pursuant RSUs: (i) Subject to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary continued Employment through the Service Vesting Date. Any Date or Service Vesting Dates, as applicable, as specified in the RSU Grant Certificate attached hereto, the RSUs that do not so shall become nonforfeitable will be forfeitedvested on such date or dates, includingas applicable, except as to the percentage(s) set forth in such RSU Grant Certificate. (ii) If, prior to the date the RSUs are vested as provided in Section 4(b2.1(a)(i) above or otherwise terminate and are forfeited pursuant to Section 4(d2.1(b) and (c) below: (A) the Grantee’s Employment terminates due to the Grantee’s Retirement, if applicable, then all Retirement RSUs shall, in the discretion of the Administrator, be fully vested as a result thereof; (B) the Grantee dies or experiences a Disability, then all unvested RSUs shall be vested as a result thereof, provided that if the Grantee ceases to is not an employee of the KKR Group, then any vesting of unvested RSUs described in this clause (B) shall be continuously employed by in the Company discretion of the Administrator; or (C) there occurs a Subsidiary Change in Control prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with Employment, then all or any portion of any unvested RSUs may, in the Company or with a Subsidiary discretion of the CompanyAdministrator, be vested as a result thereof. Continuous employment shall not be considered interrupted or terminated Notwithstanding the foregoing, if the Corporation receives an opinion of counsel that there has been a legal judgment and/or legal development in the case of sick leave, military leave or any other leave of absence approved by the Company or Grantee’s jurisdiction that would likely result in the case favorable treatment applicable to the Retirement RSUs pursuant to this Section 2.1(a)(ii) being deemed unlawful and/or discriminatory, then the Corporation will not apply the favorable treatment at the time the Grantee’s Employment terminates due to the Grantee’s Retirement under clause (A) above, and the RSUs will be treated as set forth in Section 2.1(a)(i), 2.1(b), 2.1(c) or the other provisions of transfers between locations this Section 2.1(a)(ii), as applicable. (iii) All RSUs that become vested under this Section 2.1(a) are eligible to be Settled pursuant to Section 2.2 of the Company and its Subsidiariesthis Agreement. (b) Notwithstanding If the Grantee’s Employment terminates for any reason other than due to the Grantee’s death, Disability or Retirement, each as provided for in Section 4(a2.1(a) above, all of the then unvested RSUs (including any RSUs that are not Retirement RSUs) shall become nonforfeitable immediately terminate and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (eachbe forfeited without consideration, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75and no Class A Common Stock shall be delivered hereunder. (c) For purposes The Grantee’s right to vest in the RSUs under the Plan, if any, will terminate effective as of this Section 4, the date that the Grantee shall is no longer actively providing services (even if still considered employed or engaged under local Law) and will not be considered “Disabled” if the Grantee is: extended by any notice period mandated under local Law (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of e.g., active Employment would not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for include a period of not less than three months under an accident and health plan covering employees of “garden leave” or similar period pursuant to local Law) except as may be otherwise agreed in writing by the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before Corporation or the Vesting Date Designated Service Recipient with the Grantee; the Administrator shall have the exclusive discretion to determine when the Grantee is no longer actively employed or forfeiture engaged for purposes of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Vesting of RSUs. (a) The Participant’s right to receive Common Shares equal to RSUs covered by this Agreement shall granted will become fully vested and nonforfeitable if the Participant remains in the continuous employ of the Company for a period of one year from the Date of Grant (the “First Vesting Period”); an additional RSUs granted will become fully vested and payable nonforfeitable if the Participant remains in the continuous employ of the Company for a period of two years from the Date of Grant (the “Second Vesting Period”), and an additional RSUs granted will become fully vested and nonforfeitable if the Participant remains in the continuous employ of the Company for a period of three years from the Date of Grant (the “Third Vesting Period”). (b) In addition to becoming vested and nonforfeitable as provided in Section 1(a) above, in the Grantee pursuant event of a Change in Control during the employment of the Participant and prior to Section 5 hereof on the third anniversary of the Date of Grant Grant, the RSUs shall become vested and nonforfeitable as follows: (i) If the Participant is a participant in Xxxxxx Tire & Rubber Company’s Change in Control Severance Pay Plan (the “Vesting DateSeverance Plan”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any RSUs that do not so shall become vested and nonforfeitable will be forfeited, including, except as provided in the Severance Plan. (ii) If the Participant is not a participant in the Severance Plan, if upon a Change in Control, the successor to Xxxxxx Tire & Rubber Company assumes (expressly or impliedly by operation of law) the Company’s obligations under this Award Agreement or Plan or issues to the Participant a substitute equity-based award of equivalent value on no less favorable terms for vesting or payment as provided under the RSUs so replaced, the RSUs granted to the Participant (including dividend equivalents credited thereon), if then unvested, shall vest pursuant to Section 4(b1(a) or Section 4(d) belowand be paid in accordance with the terms and conditions of this Award Agreement; provided, however, if the Grantee ceases to be continuously employed Participant’s employment is subsequently terminated during the Severance Period by the Company or a Subsidiary prior and such termination is without Cause, the RSUs granted to the Vesting Date. For purposes Participant (including dividend equivalents credited thereon), if then unvested, shall fully vest immediately upon the Participant’s termination of this Agreementemployment, “continuously employed” and if not previously distributed, on the 31st day following the Participant’s termination of employment (or, if applicable, in accordance with the terms of any previously elected deferral election), the Company shall deliver to the Participant with respect to each such vested RSU one (1) Common Share (or substantially similar term) means the absence of any interruption or termination equivalent shares of the Granteeacquiring company’s common stock). If the Participant’s employment with is terminated during the Company or with a Subsidiary of Severance Period for Cause, the Company. Continuous employment RSUs shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiariesterminate pursuant to Section 2. (biii) If the Participant is not a participant in the Severance Plan, if upon a Change in Control, the successor to Xxxxxx Tire & Rubber Company has not assumed (expressly or impliedly by operation of law) the Company’s obligations under this Award Agreement or Plan or issued to the Participant a substitute equity-based award of equivalent value on no less favorable terms for vesting or payment as provided under these RSUs so replaced, the RSUs granted to the Participant (including dividend equivalents credited thereon), if then unvested, shall fully vest immediately upon the consummation of the Change in Control, and if not previously distributed, the Company shall pay to the Participant with respect to each such vested RSU the full value thereof based upon the per-share consideration received by holders of the Common Shares upon the Change in Control, payable at the same time as such holders of the Common Shares receive their consideration (or, if applicable, in accordance with the terms of any previously elected deferral election). (c) Notwithstanding the provisions of Section 4(al(a) aboveand Section 1(b), all of the RSUs shall vest and become immediately nonforfeitable and payable on the date on which the Participant ceases to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously be employed by the Company due to the death, Disability or any Retirement of its Subsidiariesthe Participant; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55)provided, plus full years of continuous employment by the Company or any of its Subsidiarieshowever, equals 75. (c) For purposes of this Section 4, the Grantee that vesting shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity not occur by reason of any medically determinable physical or mental impairment which can be expected to result Retirement unless the Participant has remained in death or can be expected to last for a the continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities employ of the Company or its successor in for at least 6 months after the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences Date of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionGrant.

Vesting of RSUs. (a) The Except as otherwise provided in this Agreement, the RSUs covered by this Agreement shall become nonforfeitable and payable to vest in accordance with the Grantee pursuant to Section 5 hereof on vesting schedule contained in the third anniversary of the Date of Grant Notice (the “Vesting DateSchedule”), conditioned upon provided the Grantee remains continuously employed by or in the service of the Company from the Grant Date through each “Vesting Date” specified in the Vesting Schedule. The number of RSUs that shall vest on each Vesting Date shall be equal to the total number of RSUs granted hereunder multiplied by the applicable “Vesting Percentage” set forth in the Vesting Schedule. (b) Subject to Section 2(c), in the event of the Grantee’s continuous termination of employment with or service to the Company or a Subsidiary through Company, the RSUs shall cease vesting immediately upon such termination, and any and all unvested RSUs awarded by this Agreement and the Grant Notice shall be forfeited (c) Notwithstanding the Vesting Date. Any Schedule, any and all unvested RSUs that do not so shall become nonforfeitable will be forfeited, including, except as provided vested RSUs in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination of event the Grantee’s employment with or service to the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable terminates due to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while Disability (as defined below). In the event of the death of the Grantee is continuously employed by prior to the Company or Settlement Date, any delivery of its Subsidiaries; or (ii) Shares to be made to the Grantee under this Agreement shall be made to the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after designated beneficiary, provided that such time as beneficiary has been designated prior to the Grantee’s age (minimum death, and provided further that in the absence of age 55), plus full years of continuous employment by any such effective designation the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 4, the Grantee Shares shall be considered “Disabled” if delivered to the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical administrator or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees executor of the CompanyGrantee’s estate. (d) (i) Notwithstanding Section 4(a) aboveUnless and until any RSUs become vested RSUs and the applicable Settlement Date shall have occurred, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable shall have no right to the Grantee in accordance receive any Shares with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”)respect thereto. (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (iii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.4(d)

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to vest per the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events vesting schedule below (each, a “Vesting EventDate”) at a time when ); provided that the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is Participant remains continuously employed by the Company or any of its Subsidiaries; orthrough the applicable Vesting Date except as provided in Sections 3(c) and 3(d) hereof: (iib) In the Granteeevent the Participant’s retirement Employment terminates prior to a Vesting Date for any reason other than the Participant’s (A1) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; Qualifying Termination following a Change in Control, (2) Qualifying Retirement, or (B3) at or after such time death, as the Grantee’s age (minimum of age 55provided in Sections 3(c), plus full years 3(d) and 3(e) hereof, any unvested RSUs will be immediately forfeited as of continuous employment by the Company or any date of its Subsidiaries, equals 75such termination of Employment. (c) For purposes of this Section 4, In the Grantee shall be considered “Disabled” if event the Grantee is: (i) unable to engage RSUs are assumed in any substantial gainful activity connection with a Change in Control and the Participant’s Employment terminates by reason of any medically determinable physical or mental impairment which can be expected to result a Qualifying Termination during the one-year period following a Change in death or can be expected to last for a continuous period Control, all unvested RSUs will immediately vest on the date of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companysuch Qualifying Termination. (d) In the event the Participant’s Employment terminates due to Retirement, the Eligible RSU Installments that would have vested on the first and second Vesting Dates immediately following such termination had the Participant’s Employment continued through such date will vest on the applicable Vesting Date. “Retirement” for purposes of this Agreement shall mean the Participant’s voluntary or involuntary termination of Employment (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed shall not include a termination by the Company (or a Subsidiaryif different, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (Aemployer) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of Participant’s Employment for Cause or if the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Controldetermines, in its sole discretion, that the Participant is not in good standing at the time of such termination) on a date when (i) the Participant has reached the age of 60, (ii) the Participant has completed at least five (5) years of continuous Employment and (iii) the sum of the Participant’s age and number of completed years of continuous Employment by the Participant is not less than 70. “Cause” for purposes of this Agreement shall have the meaning set forth in the Sabre Corporation Executive Severance Plan, as amended from time to time without regard to whether the Participant participates or is eligible to participate in the Sabre Corporation Executive Severance Plan.

Vesting of RSUs. (a) The RSUs covered by this Agreement shall become nonforfeitable and payable Participant’s right to receive Common Shares equal to the Grantee pursuant number of RSUs granted will become fully vested and nonforfeitable if the Participant remains in the continuous employ of the Company for a period of ____ (__) years from the Date of Grant. In addition to becoming vested and nonforfeitable as provided in Section 5 hereof on 1(a) above, in the third event of a Change in Control during the employment of the Participant and prior to the [ ]anniversary of the Date of Grant Grant, the RSUs shall become vested and nonforfeitable as follows: If the Participant is a participant in Xxxxxx Tire & Rubber Company’s Change in Control Severance Pay Plan (the “Vesting DateSeverance Plan”), conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any RSUs that do not so shall become vested and nonforfeitable will be forfeited, including, except as provided in the Severance Plan. If the Participant is not a participant in the Severance Plan, if upon a Change in Control, the successor to Xxxxxx Tire & Rubber Company assumes (expressly or impliedly by operation of law) the Company’s obligations under this Award Agreement or Plan or issues to the Participant a substitute equity-based award of equivalent value on no less favorable terms for vesting or payment as provided under the RSUs so replaced, the RSUs granted to the Participant (including dividend equivalents credited thereon), if then unvested, shall vest pursuant to Section 4(b1(a) or Section 4(d) belowand be paid in accordance with the terms and conditions of this Award Agreement; provided, however, if the Grantee ceases to be continuously employed Participant’s employment is subsequently terminated during the Severance Period by the Company or a Subsidiary prior and such termination is without Cause, the RSUs granted to the Vesting Date. For purposes Participant (including dividend equivalents credited thereon), if then unvested, shall fully vest immediately upon the Participant’s termination of this Agreementemployment, “continuously employed” and if not previously distributed, on the 31st day following the Participant’s termination of employment (or, if applicable, in accordance with the terms of any previously elected deferral election), the Company shall deliver to the Participant with respect to each such vested RSU one (1) Common Share (or substantially similar termequivalent shares of the acquiring company’s common stock). If the Participant’s employment is terminated during the Severance Period for Cause, the RSUs shall terminate pursuant to Section 2. If the Participant is not a participant in the Severance Plan, if upon a Change in Control, the successor to Xxxxxx Tire & Rubber Company has not assumed (expressly or impliedly by operation of law) means the absence Company’s obligations under this Award Agreement or Plan or issued to the Participant a substitute equity-based award of equivalent value on no less favorable terms for vesting or payment as provided under these RSUs so replaced, the RSUs granted to the Participant (including dividend equivalents credited thereon), if then unvested, shall fully vest immediately upon the consummation of the Change in Control, and if not previously distributed, the Company shall pay to the Participant with respect to each such vested RSU the full value thereof based upon the per-share consideration received by holders of the Common Shares upon the Change in Control, payable at the same time as such holders of the Common Shares receive their consideration (or, if applicable, in accordance with the terms of any interruption or termination previously elected deferral election). Notwithstanding the provisions of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company Section l(a) and its Subsidiaries. (b) Notwithstanding Section 4(a) above1(b), all of the RSUs shall vest and become immediately nonforfeitable and payable on the date on which the Participant ceases to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously be employed by the Company due to the death, Disability or any Retirement of its Subsidiariesthe Participant; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55)provided, plus full years of continuous employment by the Company or any of its Subsidiarieshowever, equals 75. (c) For purposes of this Section 4, the Grantee that vesting shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity not occur by reason of any medically determinable physical or mental impairment which can be expected to result Retirement unless the Participant has remained in death or can be expected to last for a the continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities employ of the Company or its successor in for at least 6 months after the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences Date of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionGrant.

Vesting of RSUs. (a) The Subject to Section[s] 2(b) [and] [4] [(“Administrator Discretion”)] below, the Participant will vest in the RSUs covered by this Agreement shall become nonforfeitable and payable in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than [those set forth in Section [#] [“Certain Terminations”]] [due to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the GranteeParticipant’s continuous employment with the Company death or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed termination by the Company or a Subsidiary prior due to the Vesting Date. For purposes of this Agreement, “continuously employeddisability” (or substantially similar term) means as defined under the absence applicable long-term disability plan of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leaveor, military leave or any other leave of absence approved if there is no such plan, as determined by the Company Board or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events Committee (each, a the “Vesting EventAdministrator”) at a time when ))], such that the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee Participant is continuously no longer employed by the Company or any Subsidiary, the Participant’s right to vest in the RSUs and to receive the Stock related thereto will terminate effective as of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested RSUs or older while continuously employed the related Stock. In such case, any unvested RSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested RSUs and will have all the rights and interest in or related thereto without further action by the Participant. [In the event that the Participant’s employment is terminated by reason of death or disability, then any unvested portion of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum RSUs will automatically accelerate and the Participant will become fully vested in the RSUs upon termination of age 55), plus full years of continuous employment by reason of death or disability.] In all cases, the Company or any date of its Subsidiaries, equals 75termination of employment will be determined in the sole discretion of the Administrator. (cb) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last Solely for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in ControlCompany, in its sole discretion, may consent to treating employment of Participant by Parent, or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if Participant is employed by the Company. The Company’s consent must be approved by the Company’s chief financial officer, provided, however, that if Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.

Vesting of RSUs. (a) The Subject to Sections 2(b) and 4 below, the Participant will vest in the RSUs covered by this Agreement shall become nonforfeitable and payable in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the GranteeParticipant’s continuous employment with the Company death or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed termination by the Company or a Subsidiary prior due to the Vesting Date. For purposes of this Agreement, “continuously employeddisability” (or substantially similar term) means as defined under the absence applicable long-term disability plan of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leaveor, military leave or any other leave of absence approved if there is no such plan, as determined by the Company Board or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events Committee (each, a the “Vesting EventAdministrator”) at a time when )), such that the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee Participant is continuously no longer employed by the Company or any Subsidiary, the Participant’s right to vest in the RSUs and to receive the Stock related thereto will terminate effective as of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested RSUs or older while continuously employed the related Stock. In such case, any unvested RSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested RSUs and will have all the rights and interest in or related thereto without further action by the Participant. In the event that the Participant’s employment is terminated by reason of death or disability, then any unvested portion of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum RSUs will automatically accelerate and the Participant will become fully vested in the RSUs upon termination of age 55), plus full years of continuous employment by reason of death or disability. In all cases, the Company or any date of its Subsidiaries, equals 75termination of employment will be determined in the sole discretion of the Administrator. (cb) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last Solely for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in ControlCompany, in its sole discretion, may consent to treating employment of the Participant by Dell Technologies Inc. (“Parent”), or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if the Participant is employed by the Company in accordance with procedures approved by the Committee, provided, however, that if the Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.

Vesting of RSUs. (a) The Subject to Sections 2(b) and 4 below, the Participant will vest in the RSUs covered by this Agreement shall become nonforfeitable and payable in accordance with the vesting schedule set forth in the Notice of Grant; provided, that, in the event the Participant incurs a termination of employment for any reason other than due to the Grantee pursuant to Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”), conditioned upon the GranteeParticipant’s continuous employment with the Company death or a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed termination by the Company or a Subsidiary prior due to the Vesting Date. For purposes of this Agreement, “continuously employeddisability” (or substantially similar term) means as defined under the absence applicable long-term disability plan of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leaveor, military leave or any other leave of absence approved if there is no such plan, as determined by the Company Board or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events Committee (each, a the “Vesting EventAdministrator”) at a time when )), such that the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee Participant is continuously no longer employed by the Company or any Subsidiary, the Participant’s right to vest in the RSUs and to receive the Stock related thereto will terminate effective as of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 date that Participant ceases to be so employed and thereafter, the Participant will have no further rights to such unvested RSUs or older while continuously employed the related Stock. In such case, any unvested RSUs held by the Participant immediately following such termination of employment will be deemed reconveyed to the Company and the Company will thereafter be the legal and beneficial owner of the unvested RSUs and will have all the rights and interest in or related thereto without further action by the Participant. In the event that the Participant’s employment is terminated by reason of death or disability, then any unvested portion of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum RSUs will automatically accelerate and the Participant will become fully vested in the RSUs upon termination of age 55), plus full years of continuous employment by reason of death or disability. In all cases, the Company or any date of its Subsidiaries, equals 75termination of employment will be determined in the sole discretion of the Administrator. (cb) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last Solely for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in ControlCompany, in its sole discretion, may consent to treating employment of the Participant by Parent, or by an Affiliate in which the Company and Parent hold, directly or indirectly, an aggregate of at least 80% of the equity or voting interest, the same as if the Participant is employed by the Company. The Company’s consent must be approved by the Company’s chief financial officer, provided, however, that if the Participant is an officer subject to Section 16 of the Exchange Act, such consent must be approved by the Committee.

Vesting of RSUs. (a) The Except as otherwise provided in this Section 2, the RSUs covered by this Agreement shall become nonforfeitable vest in accordance with the vesting schedule set forth in the Grant Notice. Unless and payable until the RSUs have vested in accordance with such vesting schedule, the Participant will have no right to receive any dividends or other distributions with respect to the Grantee RSUs. In the event of the termination of the Participant’s employment prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to this Section 5 hereof on the third anniversary of the Date of Grant (the “Vesting Date”2), conditioned upon the Grantee’s continuous employment with the Company or all unvested RSUs (and all rights arising from such RSUs and from being a Subsidiary through the Vesting Date. Any RSUs that do not so become nonforfeitable holder thereof) will be forfeited, including, except as provided in Section 4(b) or Section 4(d) below, if the Grantee ceases to be continuously employed terminate automatically without any further action by the Company and will be forfeited without consideration or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiariesnotice. (b) Notwithstanding anything to the contrary in Section 4(a) above2(a), all of if the RSUs shall become nonforfeitable are assumed, exchanged, substituted or otherwise continued following a Change in Control, then, in the event that, during the 24-month period immediately following such Change in Control and payable prior to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events (each, a “Vesting Event”) at a time when all the RSUs have become vested or have been forfeited, the Participant’s employment with the Company, an Affiliate or any acquiring or surviving entity or other successor in interest, as applicable, is terminated by the Company or such acquiring or surviving entity or other successor in interest, as applicable, without Cause (as defined below) or by the Participant for Good Reason (as defined below), then, so long as the Participant remains continuously employed by the Company, an Affiliate or such acquiring or surviving entity or other successor in interest, as applicable, from the Date of Grant through the date of such termination and provided that the Participant timely executes (and does not been forfeited (revoke within any time provided to do so) a release of claims in a form acceptable to the extent Committee, effective as of the date of such termination, the vesting of all unvested RSUs shall accelerate automatically in full without any further action by the Committee, the Company, any Affiliate or any other person and will be settled in accordance with the terms of this Agreement; provided, however, that, in the event a Change in Control occurs prior to the time all the RSUs have become vested or have been forfeited and the RSUs are not previously become nonforfeitable): (i) assumed, exchanged, substituted or otherwise continued following such Change in Control, then, so long as the Grantee’s death or becoming Disabled while the Grantee is Participant remains continuously employed by the Company or any Affiliate from the Date of its Subsidiaries; or (ii) Grant through the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any date of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to , upon the extent it does not result consummation of such Change in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoingControl, the Replacement Award may take the form vesting of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made all unvested RSUs shall accelerate automatically in full without any further action by the Committee, as constituted immediately before the Change Company, any Affiliate or any other person and will be settled in Control, in its sole discretionaccordance with the terms of this Agreement.

Vesting of RSUs. (ai) The Except as otherwise provided below, the RSUs covered by this Agreement shall be considered “performance-based” and shall become nonforfeitable vested and payable to the Grantee pursuant to Section 5 hereof on the third anniversary as of the Date date after the 30867675 completion of Grant the Measurement Period that the Committee certifies achievement, if any, of the Performance Objectives (the “Vesting RSUs Determination Date”)) with respect to that number of RSUs set forth on Exhibit A that correlates to the level of the Performance Objectives achieved, conditioned upon if any, as set forth on Exhibit A, as determined by the Grantee’s continuous employment with Committee in its sole discretion, provided the Company Participant has been continuously employed by, or a Subsidiary through providing services to, MidSouth or any of its subsidiaries from the Vesting Grant Date until the RSUs Determination Date. Any Notwithstanding any other provision of this Agreement, none of the RSUs that do shall become vested and payable if the Performance Objectives set forth on Exhibit A are not so become nonforfeitable will be forfeited, including, except achieved as provided in Section 4(bof the RSUs Determination Date. (ii) or Section 4(d) belowExcept as otherwise set forth herein, if the Grantee Participant ceases to be continuously employed by the Company MidSouth or a Subsidiary any of its subsidiaries for any reason prior to the Vesting DateRSUs Determination Date (including due to Participant’s death, disability or retirement), all RSUs that are not then vested and payable shall be forfeited without any payment whatsoever to the Participant. For purposes of this Agreement, “continuously employed” (the Participant will be deemed to have terminated employment as of his or substantially similar term) means her last day of active work for MidSouth and its subsidiaries; provided, however that the absence of Participant shall be deemed to be actively at work during any interruption period the Participant is on approved medical leave or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, during any protected reemployment period applicable to military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiariesotherwise. (biii) Notwithstanding Section 4(a) aboveIn the event of the occurrence of a Change of Control, all as defined in Article 12 of the Plan, as in effect on the date of such occurrence, prior to the end of the Measurement Period, the RSUs shall become nonforfeitable vested and payable to on the Grantee pursuant to Section 5 hereof upon date of such Change in Control as if the occurrence of any target level of the following events (eachPerformance Objectives was achieved, a “Vesting Event”) at a time when provided the RSUs have not Participant has been forfeited (to the extent the RSUs have not previously become nonforfeitable): (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company by, or providing services to, MidSouth or any of its Subsidiaries; or (ii) subsidiaries from the Grantee’s retirement (A) at age 62 or older while Grant Date until the date of the Change in Control. In the event of the occurrence of such a Change of Control after the Measurement Period and before the RSUs Determination Date, the RSUs shall become vested and payable on the date of such Change in Control based on the level of the Performance Objectives achieved for the Measurement Period, provided the Participant has been continuously employed by the Company by, or providing services to, MidSouth or any of its Subsidiaries; or (B) at or after such time as subsidiaries from the Grantee’s age (minimum Grant Date until the date of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 4, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 4(a) above, if at any time before the Vesting Date or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(d)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.