Common use of Vesting upon Personal Leave of Absence Clause in Contracts

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 2007. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares Units awarded by this Agreement that are scheduled to vest will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares Units awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares Units awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is scheduled to vest in Performance Shares Units on January 1, 2007. On May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares Units will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares Units on January 1, 2007. On May 1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares Units awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares Units now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares Units on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares Units will terminate on May 2, 2007. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares Units awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares Units awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares Units awarded by this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will shall be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will first page of this Agreement shall not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will shall be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 2007. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve twelve- (1212-) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will shall be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares Restricted Stock Units awarded by this Agreement that are scheduled to vest will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares Restricted Stock Units awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares Restricted Stock Units awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20072013. On May 1, 20062012, Employee begins a six-month PLOA. The vesting schedule of Employee’s Performance Shares Restricted Stock Units remains unchanged and will still be scheduled to vest on January 1, 20072013. (v) Example 2. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20072013. On May 1, 20062012, Employee begins a nine-month PLOA. Employee’s Performance Shares Restricted Stock Units awarded by this Agreement that are scheduled to vest after November 2, 2006 2012 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares Restricted Stock Units now will be scheduled to vest on April 1, 2007 2013 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20072013. On May 1, 20062012, Employee begins a 13-month PLOA. Employee’s Performance Shares Restricted Stock Units will terminate on May 2, 20072013. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares Restricted Stock Units awarded by under this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares Restricted Stock Units awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares vesting schedule for the Restricted Stock Units awarded by under this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by shares subject to this Agreement option that are scheduled to vest will become exercisable shall be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will shall not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting exercisability of any Performance Shares awarded by shares subject to this Agreement option that are not then vested will exercisable shall be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) monthsmonths unless otherwise recommended by the Company’s VP of HR. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by shares subject to this Agreement option that are not then vested exercisable immediately will immediately terminateterminate unless otherwise recommended by the Company’s VP of HR and approved by the CEO. (iv) Example 1. Employee is scheduled to vest in Performance Shares shares on January 1, 2007. On May 1, 2006, Employee begins a six6-month PLOA. Employee’s Performance Shares shares still will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares shares on January 1, 2007. On May 1, 2006, Employee begins a nine9-month PLOA. Employee’s Performance Shares awarded by shares subject to this Agreement option that are scheduled to vest become exercisable after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) 6 months). Employee’s Performance Shares shares now will be scheduled to vest on April 1, 2007 (three (3) 3 months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares shares will terminate on May 2, 20072007 unless otherwise recommended by the Company’s VP of HR and approved by the CEO. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by subject to this Agreement option that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by shares subject to this Agreement option that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by exercise all shares subject to this Agreement will option that remain unexercisable shall be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will shall be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will shall not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will shall be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 2007. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will shall be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will be modified as follows: (i) if If the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will not be affected by the Employee’s PLOA. (ii) if If the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) months. (iii) if If the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 2007. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will shall be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will first page of this Agreement shall not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will shall be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) monthsmonths unless otherwise recommended by the Company’s VP of HR. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested immediately will immediately terminateterminate unless otherwise recommended by the Company’s VP of HR and approved by the CEO. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six6-month PLOA. Employee’s Performance Shares still will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine9-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 20072007 unless otherwise recommended by the Company’s VP of HR and approved by the CEO. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will shall be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the following terms will apply to the Performance Shares awarded by this Agreement that are scheduled to vest will be modified as followsShares: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) in Exhibit A will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested by the date six (6) months after the Employee’s PLOA start date will be deferred for a period of time equal to the difference between (A) the duration of the Employee’s PLOA less PLOA, minus (B) six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested by the date twelve (12) months after the Employee’s PLOA start date (including any unvested Performance Shares that were deferred under subsection (ii) above) will immediately terminate. (iv) Example 1. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a six-month PLOA. The vesting schedule of Employee’s Performance Shares remains unchanged and will still be scheduled to vest on January 1, 20071 of the next calendar year. (v) Example 2. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 2 of the current calendar year will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 1 of the next calendar year (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a 13-month PLOA. On January 1 of the next calendar year, no Performance Shares vest. Employee’s Performance Shares will terminate on May 2, 20072 of the next calendar year. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or and/or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in vesting schedule for the Performance Shares awarded by this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares Restricted Stock Units awarded by this Agreement that are scheduled to vest will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares Restricted Stock Units awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares Restricted Stock Units awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20072019. On May 1, 20062018, Employee begins a six-month PLOA. The vesting schedule of Employee’s Performance Shares Restricted Stock Units remains unchanged and will still be scheduled to vest on January 1, 20072018. (v) Example 2. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20072019. On May 1, 20062018, Employee begins a nine-month PLOA. Employee’s Performance Shares Restricted Stock Units awarded by this Agreement that are scheduled to vest after November 2, 2006 2018 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares Restricted Stock Units now will be scheduled to vest on April 1, 2007 2019 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20072019. On May 1, 20062018, Employee begins a 13-month PLOA. Employee’s Performance Shares Restricted Stock Units will terminate on May 2, 20072019. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares Restricted Stock Units awarded by under this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares Restricted Stock Units awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares vesting schedule for the Restricted Stock Units awarded by under this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest Vesting Schedule of the Restricted Stock Units will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule Vesting Schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) Notice of Grant of this Agreement will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement Restricted Stock Units [Form of agreement for members of Executive Staff] under the Vesting Schedule that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement Restricted Stock Units that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a six-month PLOA. The Vesting Schedule of Employee’s Performance Shares Restricted Stock Units remains unchanged and will still be scheduled to vest on January 1, 20071 of the next calendar year. (v) Example 2. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement Restricted Stock Units that are scheduled to vest after November 2, 2006 2 of the current calendar year will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares Restricted Stock Units now will be scheduled to vest on April 1, 2007 1 of the next calendar year (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a 13-month PLOA. Employee’s Performance Shares Restricted Stock Units will terminate on May 2, 2007. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration 2 of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) monthsnext calendar year.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest not then vested will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule set forth on the UBS One Source website (click on first page of the specific grant under the tab labeled “Grants/Awards/Units”) Notice of Grant of this Agreement will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20072020. On May 1, 20062019, Employee begins a six-month PLOA. The vesting schedule of Employee’s Performance Shares remains unchanged and will still be scheduled to vest on January 1, 20072020. (v) Example 2. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20072020. On May 1, 20062019, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 2019 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 2020 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20072020. On May 1, 20062019, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 20072020. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by under this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOAPLOA to the extent permissible under Section 409A of the Code. The Employee’s right to vest in vesting schedule for the Performance Shares awarded by under this Agreement will be modified modified, if at all, as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will shall be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will first page of this Agreement shall not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will shall be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) monthsmonths unless otherwise recommended by the Company’s VP of HR. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested immediately will immediately terminateterminate unless otherwise recommended by the Company’s VP of HR and approved by the CEO. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six6-month PLOA. Employee’s Performance Shares still will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine9-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 20072007 unless otherwise recommended by the Company’s VP of HR and approved by the CEO. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will shall be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares Vesting Schedule of Restricted Stock Units awarded by this Agreement that are scheduled to vest will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule Vesting Schedule (set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”)) will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares Restricted Stock Units awarded by this Agreement under the Vesting Schedule that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares Restricted Stock Units awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20072020. On May 1, 20062019, Employee begins a six-month PLOA. The Vesting Schedule of Employee’s Performance Shares Restricted Stock Units remains unchanged and will still be scheduled to vest on January 1, 20072020. (v) Example 2. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20072020. On May 1, 20062019, Employee begins a nine-month PLOA. Employee’s Performance Shares Restricted Stock Units awarded by this Agreement that are scheduled to vest after November 2, 2006 2019 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares Restricted Stock Units now will be scheduled to vest on April 1, 2007 2020 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20072020. On May 1, 20062019, Employee begins a 13-month PLOA. Employee’s Performance Shares Restricted Stock Units will terminate on May 2, 20072020. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares Restricted Stock Units awarded by under this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares Restricted Stock Units awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOAPLOA to the extent permissible under Section 409A of the Code. The Employee’s right to vest in Performance Shares Vesting Schedule for the Restricted Stock Units awarded by under this Agreement will be modified modified, if at all, as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will shall be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will first page of this Agreement shall not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will shall be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) monthsmonths unless otherwise recommended by the Company’s VP of HR. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminateterminate unless otherwise recommended by the Company’s VP of HR and approved by the CEO. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 20072007 unless otherwise recommended by the Company’s VP of HR and approved by the CEO. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve twelve- (1212-) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will shall be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) first page of this Agreement will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 2007. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve twelve- (1212-) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will shall be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will first page of this Agreement shall not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will shall be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) monthsmonths unless otherwise recommended by the Company’s VP of HR. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested immediately will immediately terminateterminate unless otherwise recommended by the Company’s VP of HR and approved by the CEO. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 20072007 unless otherwise recommended by the Company’s VP of HR and approved by the CEO. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) -month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will shall be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest not then vested will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule set forth [in Exhibit [__]][on the UBS One Source website (click on first page of the specific grant under the tab labeled “Grants/Awards/Units”) Notice of Grant of this Agreement] will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20072013. On May 1, 20062012, Employee begins a six-month PLOA. The vesting schedule of Employee’s Performance Shares remains unchanged and will still be scheduled to vest on January 1, 20072013. (v) Example 2. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20072013. On May 1, 20062012, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 2012 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 2013 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20072013. On May 1, 20062012, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 20072013. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by under this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in vesting schedule for the Performance Shares awarded by under this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest Vesting Schedule of the Restricted Stock Units will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule Vesting Schedule (set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”)) will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement Restricted Stock Units under the Vesting Schedule that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement Restricted Stock Units that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a six-month PLOA. The Vesting Schedule of Employee’s Performance Shares Restricted Stock Units remains unchanged and will still be scheduled to vest on January 1, 20071 of the next calendar year. (v) Example 2. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement Restricted Stock Units that are scheduled to vest after November 2, 2006 2 of the current calendar year will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares Restricted Stock Units now will be scheduled to vest on April 1, 2007 1 of the next calendar year (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a 13-month PLOA. Employee’s Performance Shares Restricted Stock Units will terminate on May 2, 20072 of the next calendar year. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement Restricted Stock Units that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement Restricted Stock Units that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement Vesting Schedule for the Restricted Stock Units will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest not then vested will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule set forth [in Exhibit [__]][on the UBS One Source website (click on first page of the specific grant under the tab labeled “Grants/Awards/Units”) Notice of Grant] of this Agreement will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Shares of Restricted Stock are scheduled to vest in Performance Shares on January 1, 20072013. On May 1, 20062012, Employee begins a six-month PLOA. The vesting schedule of Employee’s Performance Shares of Restricted Stock remains unchanged and will still be scheduled to vest on January 1, 20072013. (v) Example 2. Employee is Employee’s Shares of Restricted Stock are scheduled to vest in Performance Shares on January 1, 20072013. On May 1, 20062012, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement of Restricted Stock that are scheduled to vest after November 2, 2006 2012 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares of Restricted Stock now will be scheduled to vest on April 1, 2007 2013 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Shares of Restricted Stock are scheduled to vest in Performance Shares on January 1, 20072013. On May 1, 20062012, Employee begins a 13-month PLOA. Employee’s Performance Shares of Restricted Stock will terminate on May 2, 20072013. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve twelve- (12) month measurement period. Performance Shares of Restricted Stock awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares of Restricted Stock awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance vesting schedule for the Shares of Restricted Stock awarded by this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest not then vested will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) in Appendix A will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a six-month PLOA. The vesting schedule of Employee’s Performance Shares remains unchanged and will still be scheduled to vest on January 1, 20071 of the next calendar year. (v) Example 2. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 2 of the current calendar year will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 1 of the next calendar year (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Performance Shares are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 20072 of the next calendar year. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA, to the extent permissible under Section 409A of the Code. The Employee’s right to vest in vesting schedule for the Performance Shares awarded by this Agreement will be modified modified, if at all, as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares Units awarded by this Agreement that are scheduled to vest will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule set forth in [in Exhibit [__]][on the UBS One Source website (click on first page of the specific grant under the tab labeled “Grants/Awards/Units”) Notice of Grant] of this Agreement will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares Units awarded by this Agreement that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares Units awarded by this Agreement that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Performance Units are scheduled to vest in Performance Shares on January 1, 20072014. On May 1, 20062013, Employee begins a six-month PLOA. The vesting schedule of Employee’s Performance Shares Units remains unchanged and will still be scheduled to vest on January 1, 20072014. (v) Example 2. Employee is Employee’s Performance Units are scheduled to vest in Performance Shares on January 1, 20072014. On May 1, 20062013, Employee begins a nine-month PLOA. Employee’s Performance Shares Units awarded by this Agreement that are scheduled to vest after November 2, 2006 2013 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares Units now will be scheduled to vest on April 1, 2007 2014 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Performance Units are scheduled to vest in Performance Shares on January 1, 20072014. On May 1, 20062013, Employee begins a 13-month PLOA. Employee’s Performance Shares Units will terminate on May 2, 20072014. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares Units awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares Units awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated terminated, depending on the length of the Employee’s PLOA. The Employee’s right to vest in vesting schedule for the Performance Shares Units awarded by this Agreement will be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest Vesting Schedule of the Restricted Stock Units will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule Vesting Schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) Notice of Grant of this Agreement will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement Restricted Stock Units [Form of agreement for members of Executive Staff] under the Vesting Schedule that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement Restricted Stock Units that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a six-month PLOA. The Vesting Schedule of Employee’s Performance Shares Restricted Stock Units remains unchanged and will still be scheduled to vest on January 1, 20071 of the next calendar year. (v) Example 2. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement Restricted Stock Units that are scheduled to vest after November 2, 2006 2 of the current calendar year will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares Restricted Stock Units now will be scheduled to vest on April 1, 2007 1 of the next calendar year (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Restricted Stock Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a 13-month PLOA. Employee’s Performance Shares Restricted Stock Units will terminate on May 2, 20072 of the next calendar year. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement Restricted Stock Units that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement Restricted Stock Units that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOAPLOA to the extent permissible under Section 409A of the Code. The Employee’s right to vest in Performance Shares awarded by this Agreement Vesting Schedule for the Restricted Stock Units will be modified modified, if at all, as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“"PLOA”"), the Performance Shares awarded by shares subject to this Agreement option that are scheduled to vest will become exercisable shall be modified as follows: (i) if the duration of the Employee’s 's PLOA is six (6) months or less, the vesting schedule set forth on in the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will attached Nonqualified Stock Option Agreement shall not be affected by the Employee’s 's PLOA. (ii) if the duration of the Employee’s 's PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting exercisability of any Performance Shares awarded by shares subject to this Agreement option that are not then vested will exercisable shall be deferred for a period of time equal to the duration of the Employee’s 's PLOA less six (6) monthsmonths unless otherwise recommended by the Company's VP of HR. (iii) if the duration of the Employee’s 's PLOA is greater than twelve (12) months, any Performance Shares awarded by shares subject to this Agreement option that are not then vested exercisable immediately will immediately terminateterminate unless otherwise recommended by the Company's VP of HR and approved by the CEO. (iv) Example 1. Employee is scheduled to vest in Performance Shares shares on January 1, 20072002. On May 1, 20062001, Employee begins a six-6 month PLOA. Employee’s Performance Shares 's shares still will still be scheduled to vest on January 1, 20072002. (v) Example 2. Employee is scheduled to vest in Performance Shares shares on January 1, 20072002. On May 1, 20062001, Employee begins a nine-9 month PLOA. Employee’s Performance Shares awarded by 's shares subject to this Agreement option that are scheduled to vest become exercisable after November 2, 2006 2001 will be modified (this is the date on which the Employee’s 's PLOA exceeds six (6) 6 months). Employee’s Performance Shares 's shares now will be scheduled to vest on April 1, 2007 2002 (three (3) 3 months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares shares on January 1, 20072002. On May 1, 20062001, Employee begins a 13-13 month PLOA. Employee’s Performance Shares 's shares will terminate on May 2, 20072002 unless otherwise recommended by the Company's VP of HR and approved by the CEO. In general, a “"personal leave of absence” " does not include any legally required leave of absence. The duration of the Employee’s 's PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by subject to this Agreement option that are scheduled to vest during the first six (6) months of the Employee’s 's PLOA will continue to vest as scheduled. However, Performance Shares awarded by shares subject to this Agreement option that are scheduled to vest after the first six (6) months of the Employee’s 's PLOA will be deferred or terminated depending on the length of the Employee’s 's PLOA. The Employee’s 's right to vest in Performance Shares awarded by exercise all shares subject to this Agreement will option that remain unexercisable shall be modified as soon as the duration of the Employee’s 's PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement that are scheduled to vest will shall be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or less, the vesting schedule set forth on the UBS One Source website (click on the specific grant under the tab labeled “Grants/Awards/Units”) will first page of this Agreement shall not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement that are not then vested will shall be deferred for a period of time equal to the duration of the Employee’s PLOA less six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement that are not then vested immediately will immediately terminate. (iv) Example 1. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a six-month PLOA. Employee’s Performance Shares will still be scheduled to vest on January 1, 2007. (v) Example 2. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement that are scheduled to vest after November 2, 2006 will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares now will be scheduled to vest on April 1, 2007 (three (3) months after the originally scheduled date). (vi) Example 3. Employee is scheduled to vest in Performance Shares on January 1, 2007. On May 1, 2006, Employee begins a 13-month PLOA. Employee’s Performance Shares will terminate on May 2, 2007. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOA. The Employee’s right to vest in Performance Shares awarded by this Agreement will shall be modified as soon as the duration of the Employee’s PLOA exceeds six (6) months.

Vesting upon Personal Leave of Absence. In the event that the Employee takes a personal leave of absence (“PLOA”), the Performance Shares awarded by this Agreement Share Units that are scheduled to vest not then vested will be modified as follows: (i) if the duration of the Employee’s PLOA is six (6) months or lessfewer, the vesting schedule set forth on the UBS One Source website (click on first page of the specific grant under the tab labeled “Grants/Awards/Units”) Notice of Grant of this Agreement will not be affected by the Employee’s PLOA. (ii) if the duration of the Employee’s PLOA is greater than six (6) months but not more than twelve (12) months, the scheduled vesting of any Performance Shares awarded by this Agreement Share Units that are not then vested will be deferred for a period of time equal to the duration of the Employee’s PLOA less PLOA, minus six (6) months. (iii) if the duration of the Employee’s PLOA is greater than twelve (12) months, any Performance Shares awarded by this Agreement Share Units that are not then vested will immediately terminate. (iv) Example 1. Employee is Employee’s Performance Share Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a six-month PLOA. The vesting schedule of Employee’s Performance Shares Share Units remains unchanged and will still be scheduled to vest on January 1, 20071 of the next calendar year. (v) Example 2. Employee is Employee’s Performance Share Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a nine-month PLOA. Employee’s Performance Shares awarded by this Agreement Share Units that are scheduled to vest after November 2, 2006 2 of the current calendar year will be modified (this is the date on which the Employee’s PLOA exceeds six (6) months). Employee’s Performance Shares Share Units now will be scheduled to vest on April 1, 2007 1 of the next calendar year (three (3) months after the originally scheduled date). (vi) Example 3. Employee is Employee’s Performance Share Units are scheduled to vest in Performance Shares on January 1, 20071 of the next calendar year. On May 1, 20061 of the current calendar year, Employee begins a 13-month PLOA. Employee’s Performance Shares Share Units will terminate on May 2, 20072 of the next calendar year. In general, a “personal leave of absence” does not include any legally required leave of absence. The duration of the Employee’s PLOA will be determined over a rolling twelve (12) month measurement period. Performance Shares awarded by this Agreement Share Units that are scheduled to vest during the first six (6) months of the Employee’s PLOA will continue to vest as scheduled. However, Performance Shares awarded by this Agreement Share Units that are scheduled to vest after the first six (6) months of the Employee’s PLOA will be deferred or terminated depending on the length of the Employee’s PLOAPLOA to the extent permissible under Section 409A of the Code. The Employee’s right to vest in vesting schedule for the Performance Shares awarded by this Agreement Share Units will be modified modified, if at all, as soon as the duration of the Employee’s PLOA exceeds six (6) months.