Common use of Vesting Clause in Contracts

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except The restrictions on transfer set forth in Section 2(b) hereof shall lapse as may otherwise be provided follows, subject to the continued employment of Participant by Section 25the Company: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Provided a Participant remains continuously employed by the Company or a Subsidiary until the consummation of an Initial Public Offering, 50% of the Restricted Stock shall be vested as of the Date of Grant. In addition, 16.7% of the remaining 50% of the Restricted Stock shall vest at the end of the Performance Period. (b) Except as otherwise third, fourth and fifth years following the Date of Grant, provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant has remained continuously employed by the Company or any Subsidiary terminates prior to (or, following the end consummation of the Restriction PeriodBrookdale Senior Living Transaction, this RSU Award shall be immediately forfeited any successor thereto) as of each such date; provided that, upon the occurrence of a Change in its entirety. (c) Upon (i) the Termination Control, 100% of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Restricted Stock that is not vested at that time shall immediately vest. Upon any termination of the Participant’s 's employment with the Company or prior to the occurrence of an Initial Public Offering, any Subsidiary, the number shares of Restricted Stock Unitspursuant to this Restricted Stock Agreement shall be immediately forfeited by the Participant and transferred to, if anyand reacquired by, payable under this RSU Award the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall equal thereafter have any further rights or interests in such shares of Restricted Stock. From and following the number occurrence of an Initial Public Offering, upon termination of the Participant's employment with the Company other than termination by the Company (or any successor) without Cause or by the Participant for Good Reason, any shares of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of restrictions on transferability described in this Section 2 shall not already have been satisfied lapsed shall be payable immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in accordance with Section 5 hereofsuch shares of Restricted Stock. Notwithstanding the foregoing, if the Participant's employment is terminated by the Company (or its successor) without Cause or by the Participant for Good Reason, then the Participant shall immediately vest in the percentage of the shares of Restricted Stock that would have vested on the anniversary of the Date of Grant next following the date of such termination, or, if that percentage is zero, then the percentage of Restricted Stock that would have vested on the anniversary of the Date of Grant following the date of such termination for which the vesting percentage is greater than zero.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(cthis Section 2 below and subject to Section 3 below, the Class E Units shall become immediately vested as to 12.50% of the original number of Class E Units acquired by Executive pursuant to Section 1(a) and as to an additional 6.25% of the original number of Class E Units acquired by Executive to Section 1(a) at the end of each calendar quarter (with the calendar quarter ending June 30, 2004 being the next vesting date), 2(d) or 3 hereofif (but only if), if the Participant remains continuously as of each such date, Executive is still employed by the Company LLC or a Subsidiary until the end any of the Performance Periodits Subsidiaries. (b) Except as otherwise provided If, prior to the date on which all Class E Units acquired by Sections Executive pursuant to Section 1(a) have become vested pursuant to Section 2(a) hereof, Executive ceases to be employed by LLC or its Subsidiaries on any date other than the last day of any calendar quarter, the cumulative percentage of unvested Class E Units to become vested with respect to the calendar quarter during which such termination occurs shall be equal to (i) 6.25% multiplied by (ii) the quotient determined by dividing the number of days elapsed during such quarterly period prior to such termination by the total number of days of calendar quarter. Subject to Section 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or all vesting with respect to any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award remaining Unvested Units shall be immediately forfeited in its entiretyand forever cease. (c) Upon (i) the Termination of the Participant’s employment without CauseNotwithstanding anything to be contrary herein, or (ii) the Disability or death of the Participant during the Restriction Period and immediately prior to any termination the occurrence of a Liquidity Event, all Class E Units acquired by Executive pursuant to Section 1(a) which have not yet become vested shall become vested at the Participanttime of such occurrence. In addition, if Executive’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed LLC and its Subsidiaries is terminated by the Company or LLC and its Subsidiaries without Cause and such termination is not in connection with a SubsidiaryLiquidity Event, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Periodthen, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements for purposes of this Section 2 have been satisfied (with it being understood that if Executive is terminated without Cause in connection with the Liquidity Event, the vesting rules of the immediately foregoing sentence apply), Executive shall be payable entitled to an additional six calendar quarters of vesting with respect to his Class E Units, with such additional vesting to be given immediate effect on the date of termination of Executive’s employment (i.e., if, on the date of termination, Executive is vested with respect to 25% of his Class E Units and Executive is terminated without Cause prior to (but not in accordance connection with) a Liquidity Event, Executive shall be deemed vested as of the date of termination with respect to 62.5% of his Class E Units). Subject to Section 5 hereof3 below, Class E Units acquired by Executive pursuant to Section 1(a) which are considered vested, or have become vested pursuant to this Section 2 are referred to herein as “Vested Units,” and all other Class E Units acquired by Executive are referred to herein as “Unvested Units.” Subject to the accelerated vesting provision set forth in this Section 3(c) with respect to a termination without Cause, in the event that Executive’s employment with the LLC or any of its Subsidiaries is terminated for any reason (including Executive’s resignation), all vesting with respect to the Unvested Units shall immediately and forever cease and Executive will forfeit completely any and all interest in the Unvested Units without any further action on the part of the LLC or Executive.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock Units under will vest as set forth in this RSU Award shall vest only Section 3(a), subject to the Participant remaining in continuous Employment from the Date of Grant through such vesting date. (i) except as provided in Subject to Section 3 hereof3(a)(ii) and Section 3(a)(iii) below, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end one-third of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment Restricted Stock Units will vest on each of the Participant by the Company or any Subsidiary terminates prior to the end first three anniversaries of the Restriction PeriodVesting Commencement Date, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal any such date being rounded down to the period of time beginning on nearest whole Share and the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cbecoming vested as to one-hundred percent (100%) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered on the third anniversary of the Vesting Commencement Date. (ii) Subject to Section 3(a)(iii) below, in the event the Participant’s Employment is terminated by this RSU Award shall be payable under this RSU Awardthe Company or one of its subsidiaries without Cause (such termination of Employment, subject a “Qualifying Termination”), and to the satisfaction extent that any Restricted Stock Units are outstanding immediately prior to such Qualifying Termination but not then vested, that number of Restricted Stock Units that, in the absence of such Qualifying Termination, would have become vested on the next vesting date following such Qualifying Termination pursuant to the vesting schedule set forth in Section 3(a)(i) hereof will automatically vest in full upon the occurrence of such Qualifying Termination. (iii) In the event of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date termination of the Participant’s retirement. Any portion Employment due to the Participant’s death or the Company’s or a subsidiary’s termination of this RSU Award as the Participant’s Employment due to which the vesting requirements Participant’s Disability, and to the extent that any Restricted Stock Units are outstanding immediately prior to such termination of this Section 2 have been satisfied Employment but not then vested, all such unvested Restricted Stock Units shall be payable in accordance with Section 5 hereofbecome fully-vested upon the occurrence of such termination of Employment.

Vesting. Except Subject to Section 3 of this Agreement and the Company closing on funding of at least $25,000,000 (the “Initial Capital Raise”), the Executive’s Incentive Units shall become vested for the purposes hereof and the LLC Agreement in accordance with the following schedule; provided that upon each such date or event, except as may otherwise be expressly provided herein, the Executive is then employed by Section 25the Company and has not received a notice of termination from the Company: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end Time based vesting: The closing of the Performance Period.Initial Capital Raise 7,575 Class B Units 6 months after the closing of the Initial Capital Raise 3,787.5 Class B Units 12 months after the closing of the Initial Capital Raise 3,787.5 Class B Units 18 months after the closing of the Initial Capital Raise 3,787.5 Class B Units 24 months after the closing of the Initial Capital Raise 3,787.5 Class B Units (b) Except Notwithstanding the foregoing, in the event that a Change in Control (as otherwise provided by Sections 2(c)defined in below) occurs after the Initial Capital Raise, 2(d) or 3 hereof, if the employment Executive shall become fully vested in all of the Participant by Incentive Units. Notwithstanding anything in this Agreement to the Company or any Subsidiary terminates contrary, under no circumstances will the Incentive Units be eligible for acceleration of vesting prior to Initial Capital Raise during the end first 90 days of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the ParticipantExecutive’s employment without Causewith the Company. If, or (ii) after the Disability or death first 90 days of the Participant during the Restriction Period and prior to any termination of the ParticipantExecutive’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal but prior to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Initial Capital Raise Period. The remaining , the Executive’s employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) pursuant to Section 3.1 B of the Employment Agreement, or by the Executive for Good Reason (as defined in the Employment Agreement) pursuant to Section 3.1 D of the Employment Agreement, then upon such termination, the first portion of this RSU Award that does not vest in accordance with this Section 2(cthe Incentive Units to be granted to Executive (i.e., 7,575 Class B Units) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement accelerated for vesting and Executive shall retain such portion of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardExecutive’s Incentive Units, subject to the satisfaction of Company’s right to repurchase the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior Executive’s Incentive Units pursuant to the effective date of the Participant’s retirement. Any portion Section 3(c) of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofAgreement.

Vesting. Subject to this Section 2 and Section 7, if the Grantee remains employed by the Company, the RSUs shall vest in accordance with the vesting schedule set forth above, if the RSUs vest upon the passage of time, or the schedule attached hereto as Schedule A, if applicable, if the RSUs vest upon the fulfillment of performance criteria set forth herein. Each date on which the RSUs vest, either by the specified passage of time or fulfillment of the performance criteria in accordance with Schedule A, if applicable, is hereinafter referred to as a “Vesting Date”. Notwithstanding the foregoing, no Vesting Date can be any earlier than the day immediately after the day which is twelve (12) months and thirty (30) days following the Date of Grant (the period from the Date of Grant until the day which is twelve (12) months and thirty (30) days following the Date of Grant being hereinafter referred to as the “Initial Restriction Period”). Except as may otherwise provided herein, on the Vesting Date, a number of Shares equal to the number of vested RSUs shall be provided issued to the Grantee free and clear of all restrictions imposed by Section 25: this Agreement (aexcept those imposed by Sections 3.3 and 7 below). As soon as practicable (and no later than thirty (30) Subject to compliance with Section 13days) after the Vesting Date, the Restricted Stock Units under this RSU Award Company shall vest only transfer such Shares to an unrestricted account in the name of the Grantee (i) except as provided in Section 3 hereofor, if the Grantee has died, to his or her surviving spouse or, if none, to the extent that Grantee’s estate). For purposes of this Agreement, employment with a Subsidiary of the Performance Goals are satisfied Company or service as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if a member of the Participant remains continuously employed by Board of Directors of the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s considered employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedCompany. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except Subject to the provisions contained herein, your option will vest as may otherwise be provided by Section 25in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall apply: (a) Subject In the event your Continuous Service is terminated due to compliance with Section 13your Disability, then the Restricted Stock Units under this RSU Award vesting and exercisability of your option shall vest only accelerate in an amount equal to the lesser of (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule Athen remaining unvested shares covered by your option, and (ii) except the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed is determined by the Company or a Subsidiary until Board) after the end date of the Performance Periodsuch termination. (b) Except In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant is determined by the Company or any Subsidiary terminates prior to Board) after the end date of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch termination. (c) Upon In the event of either (i) the Termination of the Participant’s employment without Causea Change in Control, or (ii) a Corporate Transaction in which the Disability successor or death of the Participant during the Restriction Period surviving entity does not assume, continue or substitute for your option, and your Continuous Service has not terminated prior to such transaction, and subject to Section 1(c)(i)-(iv) below, then your option will be accelerated in full. (i) If any termination of the Participant’s employment with payment or benefit you would receive from the Company or any Subsidiary, otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the number meaning of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement Section 280G of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryCode, and (Bii) but for this sentence, be subject to the denominator excise tax imposed by Section 4999 of which the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) if the Participant was employed by the Company or a Subsidiary on the first day largest portion of the Restriction Period, Payment that would result in no portion of the total number of days in Payment (after reduction) being subject to the Restriction Period, Excise Tax or (y) in all other casesthe largest portion, up to and including the total, of the Payment, whichever amount (i.e., the total number amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of days within the Restriction Period equal greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the period of time beginning on Excise Tax. If a reduction in a Payment is required pursuant to the first day of such continuous employment preceding sentence and ending on the last day Reduced Amount is determined pursuant to clause (x) of the Restriction Periodpreceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. The remaining portion If more than one method of this RSU Award that does not vest reduction will result in accordance with this Section 2(c) shall immediately the same economic benefit, the items so reduced will be forfeitedreduced pro rata (the “Pro Rata Reduction Method”). (dii) The Committee mayNotwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in its sole discretion, provide that, upon the retirement any portion of the Participant Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Committee in its sole discretion), all or part Company for general tax compliance purposes as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing day prior to the effective date of a Change in Control triggering the Participant’s retirementPayment shall perform the foregoing calculations. Any portion of this RSU Award If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the vesting requirements Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section 2 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section 1(c)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have been satisfied shall be payable in accordance with Section 5 hereofno obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment for any reason, unvested RSUs shall be forfeited by Sections 2(cParticipant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment due to Participant’s death or “Disability” (as defined in the Plan), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates RSUs that are outstanding immediately prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the such Termination of Employment and that would have vested on the Participant’s employment without Causenext vesting date shall vest pro-rata, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiarydate of Participant’s Termination of Employment, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock Units under will vest as set forth in this RSU Award shall vest only Section 3(a), subject to the Participant remaining in continuous Employment from the Date of Grant through such vesting date. (i) except as provided in Subject to Section 3 hereof3(a)(ii) and Section 3(a)(iii) below, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end one-third of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment Restricted Stock Units will vest on each of the Participant by the Company or any Subsidiary terminates prior to the end first three anniversaries of the Restriction PeriodVesting Commencement Date, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal any such date being rounded down to the period of time beginning on nearest whole Share and the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cbecoming vested as to one-hundred percent (100%) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered on the third anniversary of the Vesting Commencement Date. (ii) Subject to Section 3(a)(iii) below, in the event the Participant’s Employment is terminated by this RSU Award shall be payable under this RSU Awardthe Company or one of its subsidiaries without Cause or if the Participant terminates his or her Employment for Good Reason (each such termination of Employment, subject a “Qualifying Termination”), and to the satisfaction extent that any Restricted Stock Units are outstanding immediately prior to such Qualifying Termination but not then vested, that number of Restricted Stock Units that, in the absence of such Qualifying Termination, would have become vested on the next vesting date following such Qualifying Termination pursuant to the vesting schedule set forth in Section 3(a)(i) hereof will automatically vest in full upon the occurrence of such Qualifying Termination. (iii) In the event of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date termination of the Participant’s retirement. Any portion Employment due to the Participant’s death or the Company’s or a subsidiary’s termination of this RSU Award as the Participant’s Employment due to which the vesting requirements Participant’s Disability, and to the extent that any Restricted Stock Units are outstanding immediately prior to such termination of this Section 2 have been satisfied Employment but not then vested, all such unvested Restricted Stock Units shall be payable in accordance with Section 5 hereofbecome fully-vested upon the occurrence of such termination of Employment.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 2524, this RSU Award shall vest, as follows: (a) Subject to compliance with Section 13On , 2017 (the Restricted Stock Units under “Vesting Date”), this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period. (b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.” (cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except 3.1 The Restricted Shares subject to this grant shall become unrestricted and vested as may otherwise be provided by Section 25: follows: • 44% on the Grant Date (a) Subject to compliance with Section 13the “Withheld Shares”); • 62.7% on February 24, the Restricted Stock Units under this RSU Award shall vest only 2011 (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(cincluding any amount previously vested), 2(d) or 3 hereof, if provided the Participant remains continuously is then employed by the Company or a Subsidiary until the end and/or one of the Performance Period. its Subsidiaries; • 81.3% on February 24, 2012 (b) Except as otherwise provided by Sections 2(cincluding any amount previously vested), 2(d) or 3 hereof, if the employment of provided the Participant is then employed by the Company or any Subsidiary terminates prior to and/or one of its Subsidiaries; and • 100% on February 24, 2013, provided the end Participant is then employed by the Company and/or one of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretySubsidiaries. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of 3.2 If the Participant’s employment with the Company and/or its subsidiaries terminates as a result of (i) the Company terminating the Participant’s employment for Cause (as defined below) or (ii) the Participant terminating his employment without Good Reason (as defined below), in each case, prior to the vesting of all or any Subsidiary, portion of the number of Restricted Stock Units, if any, payable Shares awarded under this RSU Award shall equal the number of Agreement, then such unvested Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) Shares shall immediately be forfeited. (d) cancelled and the Participant shall forfeit any rights or interests in and with respect to any such unvested Restricted Shares. The Committee may, in its sole discretion, provide thatdetermine, upon prior to or within ninety (90) days after the retirement date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its subsidiaries terminates for any reason other than by the Company for Cause or by the Participant without Good Reason (i.e., death, permanent disability, by the Company without Cause, by Participant for Good Reason), then the Participant shall become 100% vested in the Restricted Shares awarded under this Agreement as of the Participant date of any such termination. 3.4 In the event of a Change of Control (as determined by the Committee in its sole discretiondefined below), all or part restrictions, terms and conditions applicable to the Restricted Shares shall be deemed lapsed and satisfied as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Change of Control. 3.5 For purposes of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.Agreement:

Vesting. Except as may otherwise be provided by Section 25(a) The Participant shall become vested in the Restricted Stock Units, in installments, on the dates indicated in the following table: (ab) Subject to compliance with Section 13In the event of the Participant’s Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) if such Termination occurs within the twelve (12) month period following a Change in Control (a “CIC Period”), then upon the date of such Termination the Participant shall become one hundred percent (100%) vested in the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AUnits, and (ii) except as otherwise provided in Sections 2(c)if such termination occurs other than within a CIC Period, 2(d) or 3 hereof, if then upon the date of such Termination the Participant remains continuously shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. (c) In the event of the Participant’s Termination (i) due to the Participant's death or (ii) by the Company or a Subsidiary until due to the end Participant's Disability, the Participant shall become vested in the portion of the Performance PeriodRestricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. (bd) Except as otherwise provided by Sections 2(c)in this Agreement, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of upon the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Termination for any termination of the Participant’s employment with the Company or any Subsidiaryreason, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award in which the Participant has not become vested shall be payable under cancelled, and forfeited by the Participant, without consideration. (e) Notwithstanding any provision of this RSU AwardAgreement to the contrary, upon the Participant’s Termination by the Company for Cause, the Restricted Stock Units, including any portion in which the Participant had previously become vested, shall be cancelled, and forfeited by the Participant, without consideration. (f) Notwithstanding any provision of this Agreement to the contrary, (1) this Agreement is contingent upon and subject to the satisfaction approval of the Performance Goals December Plan Amendment and the January Plan Amendment (which amendments are expected to be presented to shareholders as provided in Schedule A. Any such action part of an amended and restated version of the Plan) by the Committee must Company’s shareholders pursuant to the rules of the Applicable Exchange at the Company’s annual meeting of shareholders held in 2021 (as it may be made adjourned or postponed) (such approval of the Amended Plan, the “Required Shareholder Approval”), (2) in writing the event that the Required Shareholder Approval is not obtained for any reason, this Agreement shall be null and void and the Participant shall have no rights or interest of any kind with respect to the Restricted Stock Units or associated DERs, including any portion which had previously vested, and (3) if an event occurs prior to the effective date receipt of the Participant’s retirement. Any portion of this RSU Award as to which Required Shareholder Approval that would otherwise result in the vesting requirements of Restricted Stock Units subject to this Section 2 have been satisfied Agreement, no shares in respect of such Restricted Stock Units shall be payable in accordance issued, and no payments with Section 5 hereofrespect to DERs associated with such Restricted Stock Units shall be made, unless and until the Required Shareholder Approval has been obtained.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only paragraph 2(d): (i) except Each Executive's Class A Convertible Shares shall become vested in accordance with the following schedule, if, but only if, as of each such date such Executive is and has continued to be employed by or to serve as an officer or director for the Company and its Subsidiaries: December 31, 2005 33.3 % December 31, 2006 66.7 % December 31, 2007 100 % None of an Executive's Class A Convertible Shares shall become vested if such Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries prior to December 31, 2005. If any Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries on any date other than any Vesting Date set forth in this paragraph 2(c)(i) after December 31, 2005 but prior to December 31, 2007, the cumulative percentage of such Executive's Class A Cumulative Shares to become vested shall be determined on a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date. Notwithstanding the foregoing, upon the occurrence of a Sale of the Company or a Listing, all of an Executive's Class A Convertible Shares which have not previously vested shall become vested and shall convert to an equal number of Class D Convertible Shares upon the occurrence of such event; provided that no Class A Convertible Shares shall vest for any Executive (or Executive's transferees) upon the occurrence of a Sale of the Company or a Listing if the Executive holding such Class A Convertible Shares or from whom the Class A Convertible Shares were transferred is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of the date of the occurrence of the Sale of the Company or a Listing. (ii) 33.3% of the aggregate number of each Executive's Class B Convertible Shares issued to him pursuant to paragraph 2(a) will become vested on each Applicable Class B Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of such Applicable Class B Valuation Date equals or exceeds 25%; provided that if the IRR of the MDCP Co-Investors as of such Applicable Class B Valuation Date is greater than 15%, but less than 25%, the percentage of the aggregate Class B Convertible Shares which will become vested as of such Applicable Class B Valuation Date shall be the percentage determined by multiplying 3.33 by the excess of (A) the IRR of the MDCP Co-Investors as of the Applicable Class B Valuation Date over (B) 15%. In the event that an Accelerated Valuation Date occurs prior to any Applicable Class B Valuation Date, 100% of the Class B Convertible Shares not previously vested pursuant to this paragraph 2(c)(ii) will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of such Accelerated Valuation Date equals or exceeds 25%; provided that if the IRR of the MDCP Co-Investors as of the Accelerated Valuation Date is greater than 15%, but less than 25%, the percentage of Eligible Class B Convertible Shares which shall vest as of such Accelerated Valuation Date shall be the percentage determined by multiplying 10 by the excess of (A) the IRR of the MDCP Co-Investors as of the Accelerated Valuation Date over (B) 15%. Vesting with respect to the Class B Convertible Shares shall be cumulative such that if the IRR of the MDCP Co-Investors as of an Accelerated Valuation Date or any subsequent Applicable Class B Valuation Date is greater than any preceding Applicable Class B Valuation Date, the percentage of each Executive's entire holding of Class B Convertible Shares vested shall be recalculated to be equal to the percentage vested for such Accelerated Valuation Date or subsequent Applicable Class B Valuation Date (i.e., if the IRR of the MDCP Co-Investors as of a preceding Applicable Class B Valuation Date was 15% and the IRR of the MDCP Co-Investors as of a subsequent Applicable Class B Valuation Date is 20%, the aggregate percentage of Class B Convertible Shares vested (inclusive of Class B Convertible Shares already vested as of such preceding Applicable Class B Valuation Date) with respect to both Applicable Class B Valuation Dates shall be, effective as of the subsequent Applicable Class B Valuation Date, 50%). For the avoidance of doubt, in Section 3 hereofthe event that an Accelerated Valuation Date arises prior to any Applicable Class B Valuation Date, the determination of vesting with respect to all unvested Class B Convertible Shares otherwise eligible for vesting on any subsequent Applicable Class B Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Applicable Class B Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(ii), no Class B Convertible Shares shall vest for any Executive (or Executive's transferees) as of any Applicable Class B Valuation Date or Accelerated Valuation Date if the Executive holding such Class B Convertible Shares or from whom the Class B Convertible Shares were transferred is no longer employed by, or no longer serves as an officer, or director for, the Company and its Subsidiaries as of such Applicable Class B Valuation Date or Accelerated Valuation Date. (iii) 100% of each Executive's Class C Convertible Shares will become vested on the Class C Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of the Class C Valuation Date is equal to or greater than 30%. In the event that an Accelerated Valuation Date occurs prior to the Class C Valuation Date, 100% of the Class C Convertible Shares will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of such Accelerated Valuation Date is equal to or greater than 30%. For the avoidance of doubt, in the event that an Accelerated Valuation Date arises prior to the Class C Valuation Date, the determination of vesting with respect to all unvested Class C Convertible Shares otherwise eligible for vesting on the subsequent Class C Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Class C Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(iii), no Class C Convertible Shares shall vest for any Executive (or Executive's transferees) as of the Class C Valuation Date or Accelerated Valuation Date if the Executive holding such Class C Convertible Shares or from whom the Class C Convertible Shares were transferred is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of such Class C Valuation Date or Accelerated Valuation Date. (iv) Notwithstanding the provisions of paragraphs (i), (ii) and (iii), as a condition to accelerated vesting of such Executive's Convertible Shares in connection with a Sale of the Company, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the Company so long as such Executive's compensation package and job description immediately following such Sale of the Company is substantially similar with respect to remuneration (other than with respect to equity participation), scope of duties, responsibility and job location to such Executive's compensation package and job description immediately prior to such event. (v) The IRR of the MDCP Co-Investors on any Applicable Valuation Date shall be determined with reference to the Total Value of the Company and its Subsidiaries as of such Applicable Valuation Date, which Total Value (including the components thereof) shall be determined, to the extent that possible, on the Performance Goals are satisfied as provided basis of the audited annual financial statements for the Company and its Subsidiaries for the period ended on such Applicable Valuation Date and otherwise in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed good faith by the Company or a Subsidiary until the end Company. The IRR of the Performance Period. (b) Except MDCP Co-Investors as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award such Applicable Valuation Date shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, calculated (A) assuming that on such Applicable Valuation Date, the numerator of which shall be MDCP Co-Investors are receiving Cash Inflows for any Preferred Equity Securities equal to the number of days in stated value thereof plus accrued but unpaid dividends thereon and with respect to its Ordinary Shares is receiving Cash Inflows equal to the Restriction Period during which the Participant was continuously employed Total Value multiplied by the percentage of fully-diluted Ordinary Shares of the Company or a Subsidiary, held by the MDCP Co-Investors as of such Applicable Valuation Date and (B) with regard to all sales of equity securities prior to such Applicable Valuation Date by calculating all Cash Inflows received or receivable with respect to such equity securities sold prior to such Applicable Valuation Date. The IRR of the denominator MDCP Co-Investors on an Accelerated Valuation Date that arises as a result of which a Sale of the Company shall be (x) if determined on the Participant was employed basis of the aggregate Cash Inflows received or receivable by the Company or a Subsidiary on the first day MDCP Co-Investors in respect of all sales of equity securities of the Restriction Period, Company by the total number of days MDCP Co-Investors through and including such Accelerated Valuation Date (and in the Restriction Periodevent that the MDCP Co-Investors have not sold all of their equity securities as of such Accelerated Valuation Date, or (y) in all other cases, assuming that the total number of days within the Restriction Period MDCP Co-Investors would sell their remaining Preferred Equity Securities at an amount equal to the period stated value thereof plus accrued and unpaid dividends thereon and its remaining Ordinary Shares at the average price per share received or receivable by the MDCP Co-Investors in respect of time beginning their Ordinary Shares through such Accelerated Valuation Date). The IRR of the MDCP Co-Investors on an Accelerated Valuation Date that arises as a result of a Listing shall be determined assuming that the MDCP Co-Investors will receive Cash Inflows on such Accelerated Valuation Date with respect to all of their then-outstanding Ordinary Shares at the gross per share offering price for Ordinary Shares on the first day date that the Listing becomes effective (the "Offering Price") and will receive Cash Inflows in respect of all of their then-outstanding Preferred Equity Securities in an amount equal to the stated value thereof plus accrued and unpaid dividends (with it being understood that all Cash Outflows and Cash Inflows for the MDCP Co-Investors with respect to Ordinary Shares sold prior to the date of such continuous employment and ending on the last day Listing shall be disregarded in calculating IRR of the Restriction Period. The remaining portion MDCP Co-Investors on an Accelerated Valuation Date that arises as a result of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeiteda Listing). (dvi) The Committee may, in its sole discretion, provide that, upon the retirement In determining IRR of the Participant MDCP Co-Investors for purposes of calculating vesting with respect to Class B Convertible Shares, as of any date of determination, all Class A Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares, a number of Class B Convertible Shares that would be vested and convertible as a result of the IRR calculation as of the date of determination shall be assumed to have vested and been converted into Class D Convertible Shares, no Class C Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as determined by assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares. In determining IRR of the Committee in its sole discretion)MDCP Co-Investors for purposes of calculating vesting with respect to the Class C Convertible Shares, as of any date of determination, all Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares. (vii) In addition to the vesting otherwise herein described, all or part any portion of the Restricted Stock Units covered by this RSU Award shall Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares may be payable under this RSU Award, subject to vested in the satisfaction discretion of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofBoard exercised at any time.

Vesting. Except as may otherwise be provided by Section Twenty-five percent (25: (a%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award (rounded up to the nearest whole number) shall vest only on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”). (i) except as provided Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3 hereof3(c) is not satisfied shall be forfeited, subject to the extent that the Performance Goals are satisfied as provided special provisions set forth in Schedule A, and subsections (ii) except as otherwise provided through (iv) of this Section 3(a). (ii) If the Participant’s employment terminates due to death or Permanent Disability, or in Sections 2(cthe event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. (iii) If-on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), 2(d) or 3 hereof, if the Participant remains continuously employed terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of the Participant’s resignation or termination of employment (other than for Cause) on or after the earlier of (A) the Participant’s 60th birthday and having attained ten (10) years of service with the Company or a Subsidiary until the end (including years of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant service granted by the Company or any Subsidiary terminates prior to the end as a result of the Restriction Perioda merger, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Causeacquisition, or (iiother transaction) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be Participant’s 65th birthday (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period“Retirement”), the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Compensation Committee maymay determine, in its sole discretion, provide that, upon whether and the retirement of the Participant (as determined by the Committee manner in its sole discretion), all or part of the which Restricted Stock Units covered by this RSU Award not previously vested (or any portion thereof) shall be vested and transferred to such Participant. In the absence of Compensation Committee action, upon such Retirement, the Participant shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination and such units shall revert to the Company without consideration of any kind. To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this RSU Awardsubsection shall constitute the payment of nonqualified deferred compensation, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Code Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.409A.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25in Sections 3 and 24 hereof, this RSU Award shall vest, as follows: (a) Subject to compliance with Section 13On , 2018 (the Restricted Stock Units under “Vesting Date”), this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period. (b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.” (cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13in paragraph 2(d), the Participant’s interest in the Restricted Stock Units under this RSU Award shall vest only (i) except and become non-forfeitable, so long as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by in the continuous employ of the Company or a Subsidiary until an Affiliate from the end Date of Award, with respect to 50% of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if shares of Common Stock subject to this Restricted Stock Unit on the employment first anniversary of the Participant by Date of Award, with respect to 25% of the Company or any Subsidiary terminates prior shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the end remaining 25% of the Restriction Periodshares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this RSU Award Agreement, shall be immediately forfeited in its entirety. (c) Upon vest upon the date of the earliest of the following events (i) the Termination Participant’s death or (ii) the termination of the Participant’s employment without Cause, or (ii) on account of Disability; provided that the Disability or death Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant during shall have no further rights with respect to the Restriction Period and prior to any Restricted Stock Units, upon the termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of and its Affiliates other than with respect to Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals become vested as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date result of the Participant’s retirement. Any portion death or termination of this RSU Award as to which the vesting requirements Participant’s employment on account of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofDisability.

Vesting. Except as may otherwise be provided by Section 25(a) The Participant shall become vested in the Restricted Stock Units, in installments, on the dates indicated in the following table: (ab) Subject to compliance with Section 13In the event of the Participant’s Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) if such Termination occurs within the twelve (12) month period following a Change in Control (a “CIC Period”), then upon the date of such Termination the Participant shall become one hundred percent (100%) vested in the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AUnits, and (ii) except as otherwise provided in Sections 2(c)if such termination occurs other than within a CIC Period, 2(d) or 3 hereof, if then upon the date of such Termination the Participant remains continuously shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. (c) In the event of the Participant’s Termination (i) due to the Participant's death or (ii) by the Company or a Subsidiary until due to the end Participant's Disability, the Participant shall become vested in the portion of the Performance PeriodRestricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. (bd) Except as otherwise provided by Sections 2(c)in this Agreement, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of upon the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Termination for any termination of the Participant’s employment with the Company or any Subsidiaryreason, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award in which the Participant has not become vested shall be payable under cancelled, and forfeited by the Participant, without consideration. (e) Notwithstanding any provision of this RSU Award, subject Agreement to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of contrary, upon the Participant’s retirement. Any Termination by the Company for Cause, the Restricted Stock Units, including any portion of this RSU Award as to in which the vesting requirements of this Section 2 have been satisfied Participant had previously become vested, shall be payable in accordance with Section 5 hereofcancelled, and forfeited by the Participant, without consideration.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance The Award will vest, if at all, in accordance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, attached hereto and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or made a Subsidiary until the end part of the Performance Periodthis Agreement. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the event Recipient's employment with one of the Participant by the Company or any Subsidiary terminates Corporation's Subsidiaries is terminated prior to the end of the Restriction three year measurement period set forth in Schedule A (the "Measurement Period") due to the Recipient's death, Disability (as defined in section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, (the "Code")), Retirement (subject to the second paragraph of Section 4) or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a pro-rata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2006 through the month of Early Termination, inclusive. This pro-rata basis will be paid to the Recipient at the same time as Cash Awards and Stock Distributions are made to then current employees who have Awards under the Plan, subject to Section 2(f) of this RSU Agreement. (c) In the event Recipient's employment with one of the Corporation's Subsidiaries is terminated for Cause, or if the Recipient terminates his/her employment with such Subsidiary, each occurring prior to April 15, 2009, the Award shall be immediately forfeited in its entirety. (cd) Upon (i) If prior to April 15, 2009, the Termination Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Participant’s employment without CauseCorporation, or (ii) if the Disability or death Recipient begins a leave of absence without reinstatement rights, then in each case the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days forfeited in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedits entirety. (de) The Committee may, In the event of a Change in its sole discretion, provide that, upon the retirement Control of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing Corporation prior to the effective distribution of the Award, the Award will be paid within 60 days of the date of the Participant’s retirementChange in Control. Any portion In such event, the vesting date will be the date of the Change in Control. The term "Change in Control" is defined for purposes of this RSU Award as to which the vesting requirements of this Agreement in Section 2 have been satisfied shall be payable in accordance with Section 5 hereof7.

Vesting. (a) Except as may be otherwise be provided by in Section 25: (a) Subject to compliance with 3 or Section 136 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units under shall be determined in accordance with this RSU Award Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall vest be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon a comparison of the Company’s total shareholder return, as defined below (“TSR”), to the TSR of each company (other than the Company) that comprises the S&P Supercomposite Technology Hardware and Equipment Index (the “Index”) during the period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”), provided that only the companies that comprise the Index as of the first day of the Performance Period shall be considered and any such company shall be deemed to have a TSR of negative 100 percent upon (i) except as provided in Section 3 hereofthe institution by or against such company of an insolvency, to receivership or bankruptcy proceeding under the extent that the Performance Goals are satisfied as provided in Schedule AUnited States Bankruptcy Code, and 11 U.S.C. §§ 101-1532, or foreign insolvency regime, (ii) except as otherwise provided in Sections 2(c)such company making an assignment for the benefit of creditors, 2(dor (iii) such company’s dissolution or 3 hereof, if ceasing to do business. The TSR for the Participant remains continuously employed by the Company or a Subsidiary until Performance Period shall be measured at the end of the Performance Period.. [ ] (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment The portion of the Participant by Grantee’s rights and interest in the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award that becomes vested and nonforfeitable on the Determination Date (as defined below) shall equal be determined in accordance with the following schedule, using linear interpolation, as determined by the Compensation Committee of the Board (the “Committee”): [ ] No fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the determination that otherwise would be paid, if any, following the Restriction Period (based on corresponding Performance Goal and all other conditions for the achievement vesting of the Performance Goals Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as determined under Section 1(b))an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, multiplied by a fraction, (A) the numerator of which as defined herein. This determination shall be the number of made within ninety (90) days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on after the last day of the Restriction PeriodPerformance Period (“Determination Date”). The remaining portion Committee shall make this determination, provided that, for any Grantee who is not an “officer” of this RSU Award that does the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its sole discretion, provide thatreduce the amount of compensation otherwise to be paid or earned in connection with this award, upon notwithstanding the retirement level of achievement of the Participant (as determined Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Committee in its sole discretion)Company, all or part any other circumstance or event, including any circumstance or event outside the control of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardGrantee, subject adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofGoal.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)Section 3, 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end term of the Performance PeriodOption shall commence on the Grant Date and shall expire on the tenth anniversary of the Grant Date. (b) Except as otherwise provided by Sections 2(c)At any time, 2(d) or 3 hereof, if the employment portion of the Participant by Option that has become vested and exercisable as described in this Section 2 is hereinafter referred to as the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety“Vested Portion.” (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period [Performance-based (based on earnings per share growth generally exclusive of items of an unusual or infrequent nature) and/or time-based vesting criteria]. (d) For the achievement avoidance of doubt, the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall Employee must be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company Corporation or a Subsidiary on the first day date vesting occurs, which with respect to Sections 2(c)(A) and (B) will occur upon the later of (i) the Board’s determination that the applicable targets have been achieved and (ii) public disclosure by the Corporation of the Restriction Period, results of operations that are the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of basis for such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeiteddetermination. (de) The Upon termination of the Employee’s employment by reason of death, retirement or Disability, the Option shall, to the extent not expired pursuant to Section 2(a) and not vested and exercisable at that time, become fully vested and exercisable. (f) If the Employee ceases to be an employee of the Corporation or a Subsidiary for any reason, the Committee may, in its sole discretion, provide thataccelerate the vesting of the Option, or any portion thereof, which has not expired pursuant to Section 2(a) and would not otherwise be vested and exercisable on the date of such termination of employment. (g) If the Employee’s Employment with the Corporation is terminated for any reason other than death, retirement or Disability, or the Committee does not otherwise exercise its discretion, pursuant to the Plan and Section 2(f) above, to accelerate the vesting of the Option in full upon the retirement Employee’s termination for any reason, the Option shall expire immediately without consideration to the extent not vested and exercisable on the date of any such termination and the Vested Portion of the Participant Option shall remain exercisable for the period set forth in Section 3(a) (as determined by and Section 3(b) in the Committee in its sole discretion), all or part case of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofLSAR).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award The shares shall vest only as set forth in the Notice of Grant; provided that (i) except as provided in Section 3 hereof, to the extent that shares shall vest immediately upon the Performance Goals are satisfied as provided in Schedule Adeath or Disability of the Participant while employed by the Company or any Affiliate, and (ii) except in the event of the Participant’s Retirement then (A) any service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination of employment and (B) to the extent performance vesting goals are established in respect of the shares, any shares as otherwise provided in Sections 2(c)to which the restrictions on transferability shall not already have lapsed shall not be forfeited unless and until it shall have been determined by the Committee that any such performance vesting goals will not be attained. For the purposes of this Paragraph D, 2(d) “Disability” means a physical or 3 hereof, if mental condition that qualifies the Participant remains continuously employed Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or a Subsidiary until an Affiliate employing the end Grantee. For the purposes of the Performance Period. (b) Except as otherwise provided by Sections 2(c)this Paragraph D, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any “Retirement” means voluntary termination of the Participant’s employment with the Company or any Subsidiaryand all Affiliates after (i) attaining age 65, the number (ii) qualifying for Rule of Restricted Stock Units, if any, payable under this RSU Award shall equal the number 80 retirement (combined age and years of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)service totaling 80), multiplied by or (iii) attaining age 55 and completing 15 Years of Service. For purposes of this Paragraph D, “Years of Service” means a fraction, Participant’s complete 12-month periods of continuous employment (A) the numerator of which shall be the number of days excluding any periods in the Restriction Period during which the Participant was continuously employed incurs a break in service) with the Company and its Affiliates. A Participant’s Years of Service shall include employment by a predecessor employer whose stock or substantially all of whose assets are acquired by the Company or a SubsidiaryCompany, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee or its designee. Upon vesting, as described above in its sole discretion)this Paragraph D, all or part and within thirty (30) days thereafter, the shares shall be released (paid) to the Participant free of the Restricted Stock Units covered by restrictions described in this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofAgreement.

Vesting. Except as may otherwise be provided by Section 2524, this RSU Award shall vest, as follows: (a) Subject to compliance with Section 13On , 2016 (the Restricted Stock Units under “Vesting Date”), this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period. (b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.” (cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only Except as described in subsections (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(cb), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon and (id) the Termination of the Participant’s employment without Causebelow, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU shall become vested in his Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion Period set forth above if he remains in continuous employment with the Company or a subsidiary until such date. (b) If prior to the last day of this RSU Award that the Restriction Period the Participant's employment with the Company and all subsidiaries terminates due to the Participant's death, disability or retirement, and the Participant's service on the Board does not continue thereafter, the Participant shall vest in accordance a number of RSUs subject to the Award determined by multiplying the number of RSUs by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to the termination of employment and the denominator of which is the number of full months in the Restriction Period. (c) If prior to the last day of the Restriction Period the Participant's employment with this Section 2(cthe Company and all subsidiaries terminates for any reason and the Participant's service on the Board continues thereafter, the Participant shall continue to vest in his Award as described in subsection 5(a) as if he has continued in employment. If the Participant's service on the Board subsequently terminates, then, if the termination of service is for any reason other than for cause (as determined by the remaining Board members in their sole discretion), the Participant shall immediately be forfeitedfully vest in his Award. (d) The Committee may, in its sole discretion, provide that, Any RSUs that do not vest as described above upon the retirement Participant's termination of employment and/or service on the Board shall be forfeited to the Company. (e) For purposes of this Section 5, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion), all or part ) the inability of the Restricted Stock Units covered Participant to engage in any substantial gainful activity by this RSU Award shall reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be payable under this RSU Award, subject expected to last for a continuous period of not less than 12 months; and (ii) “retirement” means the satisfaction of Participant's termination from employment with the Performance Goals Company and all subsidiaries without cause (as provided in Schedule A. Any such action determined by the Committee must be made in writing prior to its sole discretion) when the effective date Participant is 65 or older or 55 or older with 10 years of service with the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany and its subsidiaries.

Vesting. Subject to this Section 2 and Section 7, if the Grantee remains employed by the Company, the RSUs shall vest in accordance with the vesting schedule set forth above, if the RSUs vest upon the passage of time, or the schedule attached hereto as Schedule A, if applicable, because the RSUs vest upon the fulfillment of performance criteria set forth herein. Each date on which the RSUs vest, either by the specified passage of time or fulfillment of the performance criteria in accordance with Schedule A, if applicable, is hereinafter referred to as a “Vesting Date”. Notwithstanding the foregoing, no Vesting Date can be any earlier than the day immediately after the day which is twelve (12) months and thirty (30) days following the Date of Grant (the period from the Date of Grant until the day which is twelve (12) months and thirty (30) days following the Date of Grant being hereinafter referred to as the “Initial Restriction Period”). Except as may otherwise provided herein, on the Vesting Date, a number of Shares equal to the number of vested RSUs shall be provided issued to the Grantee free and clear of all restrictions imposed by Section 25: this Agreement (aexcept those imposed by Sections 3.3 and 7 below). As soon as practicable (and no later than thirty (30) Subject to compliance with Section 13days) after the Vesting Date, the Restricted Stock Units under this RSU Award Company shall vest only transfer such Shares to an unrestricted account in the name of the Grantee (i) except as provided in Section 3 hereofor, if the Grantee has died, to his or her surviving spouse or, if none, to the extent that Grantee’s estate). For purposes of this Agreement, employment with a Subsidiary of the Performance Goals are satisfied Company or service as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if a member of the Participant remains continuously employed by Board of Directors of the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s considered employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedCompany. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except Subject to the terms and conditions set forth herein, including, without limitation, the provisions of Paragraph 5 hereof, beneficial ownership without the restrictions set forth in Paragraph 1 hereof (“Beneficial Ownership”) of the Restricted Stock shall vest in the Grantee as may follows and on the respective dates herein set forth (each such date, a “Vesting Date”); provided, however, that, if any scheduled Vesting Date occurs during a trading “blackout” period with respect to the Grantee (a “Blackout Period”), then the Restricted Stock otherwise be provided by Section 25: ordinarily scheduled to vest on such Vesting Date shall instead vest on the earlier of (a) Subject the first day following the termination of the applicable Blackout Period, or (b) December 31 of the year in which the Vesting Date was originally scheduled to compliance with Section 13occur: [_______], 20[__] 1/3rd of the Restricted Stock Units under this RSU Award [_______], 20[__] 1/3rd of the Restricted Stock [_______], 20[__] 1/3rd of the Restricted Stock Notwithstanding the foregoing, Beneficial Ownership of all of the aforementioned shares of Restricted Stock shall vest only immediately, without any action on the part of the Company (ior its successor as applicable) except or the Grantee if, prior to a Forfeiture (as provided in Section 3 defined below) by the Grantee pursuant to Paragraph 4 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end any of the Performance Period.following events occur: (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination death of the Participant’s employment without Cause, or Grantee; (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantGrantee’s formal retirement from employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (acceptable circumstances as determined by the Committee in its sole discretiondiscretion (which determination may be conditioned upon, among other things, the Grantee entering into a non-competition agreement with the Company), all or part ; and (iii) the termination of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardGrantee’s employment with the Company and/or its Affiliates, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action applicable, by the Committee must be made in writing prior to Company (or applicable Affiliates) without Cause (including upon or following the effective date of the ParticipantGrantee’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofDisability).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(csubparagraphs (b), 2(d(c), (d), (e), and (f) or 3 hereofbelow, if the Participant remains continuously employed by will become vested in the Company Performance Units awarded pursuant to this Agreement based on the achievement of performance goals over a three-year Performance Period (as defined in the Plan) as set forth on the attached Exhibit A (the “Restriction Period”), provided the Participant does not incur a termination of employment or a Subsidiary until service with the Employer prior to the end of the Restriction Period. The amount payable with respect to the Participant’s Performance Period.Units shall be determined by multiplying each Performance Unit granted by a payout performance multiplier of between zero percent and two hundred percent (0%-200%), which shall be determined based upon actual performance compared to the performance goals as described on Exhibit A. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Agreement, if the Participant terminates employment of or service with the Participant by the Company or any Subsidiary terminates Employer prior to the end of the Restriction Period, this RSU Award the Performance Units credited to the Participant’s Performance Unit Account that have not vested as of the date of termination shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Performance Units shall vest and be paid immediately forfeited in its entiretybased on a payout performance multiplier of one hundred percent (100%). (c) Upon If the Participant terminates employment or service with the Employer on account of a termination by the Employer without Cause (ias defined in the Plan) with less than six months left prior to the Termination end of the Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest on a pro-rated basis, based on the actual performance results for the Restriction Period, pro-rated for the period the Participant was employed by the Employer; provided, however, that if the Participant terminates employment or service with the Employer on account of a termination by the Employer without Cause with six months or more left prior to the end of the Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest on a pro-rated basis, based on a payout multiplier of 100%. (d) Subject to the Required Notice (as defined below), if the Participant terminates employment or service with the Employer on account of Retirement (as defined in the Plan), then the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest in full, based on the actual performance results for the Restriction Period. The vesting of Performance Units under this subparagraph will be subject to such terms and conditions as the Committee determines, including the Participant’s agreement to be bound by restrictive covenant obligations, such as non-competition or non-solicitation covenants and/or such other restrictions as the Committee determines. Unless otherwise determined by the Committee, the Participant must provide the Employer with one (1) year or more of advance written notice if the Participant intends to terminate employment or service with the Employer on account of the Participant’s Retirement pursuant to this subparagraph (d) (the “Required Notice”). (e) If a Change in Control (as defined in the Plan) occurs after the Date of Grant of the Performance Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the end of the Restriction Period, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Disability or death of the Participant Plan), during the Restriction Change of Control Period and prior (as defined in the Plan), the portion of such Performance Units credited to any termination of the Participant’s employment with Performance Unit Account that have not vested shall vest and be paid based on a payout performance multiplier of one hundred percent (100%) within the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, thirty (30) day period following the Restriction Period termination of employment or service to the Employer. (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (Af) the numerator of which shall be the number of days Notwithstanding any other provisions set forth in this Agreement or in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryPlan, and (B) the denominator of which shall be (x) if the Participant was ceases to be employed by, or provide service to, the Employer on account of a termination by the Company or a Subsidiary on the first day of the Restriction PeriodEmployer for Cause, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal any Performance Units credited to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Performance Unit Account that have not vested as of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied such date shall be payable in accordance with Section 5 hereofimmediately terminate and become null and void.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 134 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Stock Share Units under this RSU Award shall vest only (ibecome nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) except below. Except as provided in Section 3 hereof3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Goals are satisfied Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as provided calculated in Schedule Aaccordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. (iib) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if In the event the Participant remains continuously employed by the Company dies or a Subsidiary until terminates employment on account of Disability before the end of the Performance Period. , the Participant shall vest in that number of Restricted Share Units as is equal to the product of (bi) Except the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise provided by Sections 2(c), 2(dvest based on the application of the provisions of this Section 3(b) or 3 hereof, if upon the employment death of the Participant by or the Company or any Subsidiary terminates prior to the end termination of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyParticipant’s employment on account of Disability. (c) Upon (i) In the Termination of event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment without Cause, with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (iib)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Disability or death Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the Participant during date on which the Restriction Period and prior Participant’s employment with or service to any termination the Company is terminated. (d) Except as provided in Section 3(b) or (c) above or in Section 4.4(a) of the Employment Agreement, if the Participant’s employment with the Company or terminates for any Subsidiary, reason prior to the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement expiration of the Performance Goals as determined under Section 1(b))Period, multiplied by a fraction, (A) the numerator of which all then-unvested Restricted Share Units shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, canceled immediately and (B) the denominator of which shall not be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal payable to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedParticipant. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except Notwithstanding any and all above provisions of this Section 2, Employee acknowledges and agrees that all Incentive Shares are granted and issued based on the understanding that Employee will be fully and continuously engaged with the Company under the Employment Agreement for certain minimum periods of time as may otherwise set forth herein below, and, accordingly it is hereby covenanted and agreed by Employee that Incentive Shares shall be provided by Section 25subject to applicable vesting periods and in accordance with and subject to the following terms and provisions: 2.4.1. 25% (atwenty five percent) Subject of the Incentive Shares shall vest after 12 (twelve) months from the Commencement Date, and the remaining 75% (seventy five percent) of the Incentive Shares shall vest in 12 (twelve) equal portions on a quarterly basis over the following period of 36 (thirty six) months. The full period of 4 (four) years from the Commencement Date shall be referred to compliance with Section 13as the "Vesting Period". 2.4.2. In the event that, at any time during the Vesting Period, the Restricted Stock Units under this RSU Award Employment Agreement shall vest only be terminated or cancelled for any reason whatsoever (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(ca "Termination Event"), 2(d) or 3 hereofthen, if upon the Participant remains continuously employed by later of the Company or a Subsidiary until actual termination of the Employment Agreement and the end of the Performance Notice Period. , where applicable, all unvested Incentive Shares at such date shall be subject to one or more Adjustment Actions as shall be determined by the Company, at its sole and absolute discretion in order to cause the Applicable Percent to be adjusted to the applicable percentage as at the time of termination. For example, in the event of a Termination Event at the end of 12 (btwelve) Except as otherwise provided by Sections 2(cmonths from the Commencement Date, the Applicable Percent shall be 2% (two percent), 2(d) or 3 hereof, if ; Employee hereby agrees and confirms that the employment shareholders of the Participant by Company may take all such Adjustment Actions, and hereby empowers the Board of Directors of the Company or any Subsidiary terminates prior person which may be designated by the Board of Directors of the Company to vote all the Incentive Shares (to the extent required and applicable for the above purposes only) in any way as he or she may deem fit for the above purposes. For the avoidance of doubt, a Termination Event will have no effect whatsoever with regard to any vested shares, which will include all shares vested in accordance hereof until the later of the actual termination of the Employment Agreement and the end of the Restriction Notice Period, this RSU Award shall be immediately forfeited in its entiretywhere applicable. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. 3.1 Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c)this Agreement, 2(d) or 3 hereof, if provided that the Participant remains continuously employed by the Company or has not incurred a Subsidiary until the end Termination of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates Service prior to the end of the Restriction PeriodPerformance Period set forth on Exhibit A (attached hereto), this RSU Award and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall be immediately forfeited in its entiretyautomatically forfeited. (c) Upon (i) 3.2 Except as provided in Sections 3.3, 3.4, 3.5 and 3.7 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the Participant under this Agreement. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without CauseCause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Logistics LLC Executive Severance Benefits Plan) or the Participant has met Retirement eligibility (as defined in Section 3.6), or (ii) the Disability or death a pro-rated portion of the Participant OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Restriction Performance Period and prior that the Participant was employed, provided the Participant continues to comply with the terms of any termination of confidentiality, non-solicitation and/or non-competition agreement (including the Participant’s employment restrictions set forth herein, if applicable) with the Company or any Subsidiaryof its Subsidiaries. If the Participant has met the Enhanced Retirement eligibility (as defined in Section 3.6), all of the number of Restricted Stock Units, if any, payable under this RSU Award OP Profits Units shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (remain outstanding and eligible to vest based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on actual performance through the last day of the Restriction Performance Period. The remaining Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligation to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed with the Company, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this RSU Award that does not vest Agreement. 3.5 If, within the twenty-four (24) month period following a Change in accordance with Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason, the OP Profits Units shall immediately become vested based on the Target Performance level. 3.6 For purposes of this Section 2(c) 3, “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant has attained the age of 65. For purposes of this Section 3, “Enhanced Retirement” means the Participant has continued to serve as CEO until such time as the Board appointed a CEO to replace him. In each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as a result of Participant’s death or Disability (as defined below), a pro-rated portion of the OP Profits Units shall immediately be forfeited. become vested at Target Performance Level (d) The Committee mayregardless of the Company’s performance), in its sole discretionbased on the number of days during the Performance Period that the Participant was employed with the Company, provide thatas applicable, upon the retirement of provided the Participant (as determined by the Committee or Participant’s estate, if applicable) executes and delivers a general release of claims in its sole discretion), all or part favor of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject Company in a form satisfactory to the satisfaction of the Performance Goals as provided in Schedule A. Any Company and such action by the Committee must be made in writing release becomes effective and non-revocable prior to the effective date of 90th day following the Participant’s retirementTermination of Service date. Any portion For purposes of this RSU Award as paragraph only, “Disability” shall have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to which engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the vesting requirements Participant is, by reason of this Section 2 have been satisfied any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the employees of the Company, provided, however, that nothing contained herein shall be payable in accordance construed as permitting a violation of the Americans with Section 5 hereofDisabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU The Unit Award shall vest become Vested on the basis of one Unit to one share of Common Stock only (i) except upon the Vesting Dates and the satisfaction of the performance criteria, if any, as provided set forth in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AVesting Schedule, and (ii) the Dividend Equivalent Award shall become Vested only upon the vesting of the underlying Unit Award and only if a cash dividend has actually been declared and issued on the Common Stock on or after the Grant Date and on or before the Payment Date of the underlying Unit, in each case except as otherwise provided herein or determined by the Company in Sections 2(c)its sole discretion. Subject to Section 3(d) below, 2(d) or 3 hereofno portion of any Award shall become Vested on the Vesting Date unless the Employee is then, if and since the Participant remains Grant Date has continuously been, employed by the Company or a Subsidiary until the end of the Performance Periodan Affiliate. (b) Except In the event that the Employee takes a leave of absence from his or her employment prior to a Vesting Date, the Company has the discretion to suspend vesting during such leave of absence as provided for in the Company’s leave policy, to the extent permitted by applicable law. Upon the Employee’s return to active work, vesting will resume; however, unless otherwise provided in the Company’s leave policy, or otherwise required by Sections 2(c)applicable law, 2(dthe Employee will not receive credit for any vesting during the leave of absence period. (c) Subject to Section 3(d) below, in the event that the Employee’s employment terminates prior to a Vesting Date due to (1) disability, or 3 hereof, if the employment of the Participant (2) termination by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without CauseAffiliate, or (ii3) the Disability or death any other termination of employment, as further described in Section 7(j)(iii) of this Agreement, any portion of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does has not vest in accordance with this Section 2(c) shall immediately then become Vested will be forfeitedforfeited automatically. (d) The Committee In the event that the Employee’s employment terminates prior to a Vesting Date due to the Employee’s death, the Unit Award will immediately vest and will be settled in accordance with Section 6 below. (e) In the event of a merger or acquisition of the Company in which the Company is not the surviving entity, or a sale of substantially all of the Company’s assets, the Company may, in its sole discretion, accelerate the Vesting of all or any portion of any Award, unless the surviving entity agrees to assume or provide that, upon the retirement substituted awards in respect of the Participant (as determined by the Committee in its sole discretion), all or part portion of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 Awards that have been satisfied shall be payable in accordance with Section 5 hereofnot yet become Vested.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance the Participant’s continued employment with Section 13the Company, the Restricted Stock Units under this RSU Award Option shall vest only and become exercisable with respect to one third (i1/3) except of the Shares initially covered by the Option on each of the second, third and fourth anniversaries of the Date of Grant (each, an “Option Vesting Date”). At any given time, the portion of the Option which has become vested and exercisable as provided in Section 3 hereof, described above (or pursuant to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d2(b) or 3 hereof, if (d) below) is hereinafter referred to as the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period“Vested Portion.” (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of If the Participant’s employment with the Company is terminated due to the Participant’s normal retirement at or after age 65, then the Option shall continue to vest on the schedule provided in Section 2(a) above, subject to the Participant’s not engaging in any Subsidiary“Competitive Activity” (as defined in Section 3(a) below). (c) If the Participant’s employment with the Company is terminated by the Participant for Good Reason (as defined below) or by the Company without Cause (as defined below) (other than as a result of the Company’s election not to extend the Term of the Employment Agreement as contemplated by Section 2 of the Employment Agreement, or by reason of death or Disability (as defined below)), the number Option shall vest with respect to the greater of Restricted Stock Units, if any, payable under this RSU Award shall equal (x) the number percentage of Restricted Stock Units the Option that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, next Option Vesting Date if no such termination had occurred and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) the percentage of the Option so that, in all other casesthe aggregate, the total number of days within the Restriction Period equal 200,000 Shares subject to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately Option would then be forfeitedvested hereunder. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of If the Participant’s retirement. Any portion employment with the Company is terminated for any reason other than that expressly described in Section 2(b) or 2(c) above, the Option shall, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (e) Notwithstanding any other provision of this RSU Award Agreement to the contrary, in the event of a Change of Control (either as defined in the Employment Agreement or in the Plan) the Option shall, to which the vesting requirements extent not then vested and not previously canceled, immediately become fully vested and exercisable as contemplated by Section 13 of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofthe Plan.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided herein or in Sections 2(c), 2(d) or 3 hereofthe Plan, if the Participant remains continuously employed by the Company or a Subsidiary until through the end of applicable vesting date, the Performance Period.Restricted Share Units will vest in accordance with the following schedule: __________, 20__ 33.3% __________, 20__ 33.3% __________, 20__ 33.4% (b) Except as otherwise provided by Sections 2(c)In the event that the Participant dies or terminates employment on account of Disability at any time after grant, 2(d) or 3 hereof, if all of the employment then-unvested Restricted Share Units granted under this Agreement will continue to vest through the Vesting Period. The rights of the Participant by (or the Company Participant’s estate or beneficiaries in the event of Participant’s death) in any Subsidiary terminates prior event described in this Section 3(b) shall become non-forfeitable only at such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 4 hereof had the end Participant not died or had his or her employment terminated on account of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyDisability. (c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of event the Participant’s employment with the Company or any Subsidiarysuccessor to the Company is terminated without Cause, or the number of Participant terminates his or her employment for Good Reason, within twelve (12) months after a Change in Control (and before the Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Share Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined have become vested under Section 1(b3(a), (b) or (c)), multiplied by a fraction, (A) the numerator Participant shall vest in all of which the Restricted Share Units granted under Section 2 of this Agreement and the Participant’s rights to such Restricted Share Units shall be become non-forfeitable as of the number of days in the Restriction Period during date on which the Participant was continuously employed by Participant’s employment with the Company or a Subsidiary, and (B) its successor is terminated. In the denominator of which shall be (x) if the Participant was employed event that this Award is not assumed by the Company or Acquiror in connection with a Subsidiary on the first day Change in Control, all of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal Restricted Share Units shall vest immediately prior to the Change in Control and shall settle immediately following the Change in Control (notwithstanding the longer period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest for settlement provided in accordance with this Section 2(c) shall immediately be forfeited4 below). (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals Except as provided in Schedule A. Any such action Section 3(b) or (c) above or as otherwise provided in any written agreement by and between the Committee must be made in writing Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the effective date expiration of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied Vesting Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable in accordance with Section 5 hereofto the Participant.

Vesting. Except as may otherwise All of the Restricted Stock Units shall initially be provided by Section unvested. Twenty-five percent (25:%) of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof (each such anniversary, a “Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”). (ai) Subject Any Restricted Stock Units that fail to compliance with vest because the employment condition is not satisfied shall be forfeited, subject to the special provisions set forth in Subsections 3(a)(ii) through 3(a)(iv). (A) If the Participant’s employment terminates due to death or Permanent Disability or (B) if, in the event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined under Code Section 13409A, for purposes of this Section 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control shall be deemed to occur only if, in addition to the requirements set forth in the Plan, the Change in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), to the extent necessary to avoid the imposition of taxes thereunder. (iii) If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), the Participant (A) terminates employment for Good Reason, or (B) is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of the Participant’s Retirement, the Compensation Committee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units under this RSU Award which have not vested as of the date of such termination shall vest only (i) except pro-rata as provided in Section 3 hereof, of the date of the Participant’s Retirement. All such Restricted Stock Units which shall have not vested as a result of such Retirement shall be immediately and automatically forfeited without consideration of any kind and to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if date the Participant remains continuously employed by first becomes eligible for Retirement and the Company or a Subsidiary until the end of the Performance Period. (bvesting date under this Section 3(a)(iv) Except as otherwise provided by Sections 2(c)are in different tax years, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, amount payable under this RSU Award subsection shall equal constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that otherwise would be paid, if any, following shall vest pro-rata upon Retirement (absent action to the Restriction Period (based on contrary by the achievement Compensation Committee) described in the penultimate sentence of the Performance Goals as determined under foregoing paragraph of this Section 1(b)), multiplied 3(a)(iv) shall be calculated by a fraction, multiplying (A) the numerator of which shall be quotient obtained by dividing the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if completed months that the Participant was employed by the Company or a Subsidiary on one of its Subsidiaries since the first day of most recent Vesting Date by 48, by (B) the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofAgreement.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award The RSUs shall vest only become vested as follows: (i) except as provided in Section 3 hereof, to 33.3% of the extent that RSUs shall vest on the Performance Goals are satisfied as provided in Schedule A, and first anniversary of the Date of Grant; (ii) except as otherwise 33.3% of the RSUs shall vest on the second anniversary of the Date of Grant; and (iii) 33.4% of the RSUs shall vest on the third anniversary of the Date of Grant (each a “Vesting Date”); provided that the Grantee remains in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by continuous employment with the Company or an Affiliate thereof through, and has not given or received a Subsidiary until notice of termination of such employment as of, the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided by Sections set forth in Section 2(c), 2(d) or 3 hereofbelow, if the Grantee’s employment of the Participant by the Company or is terminated for any Subsidiary terminates prior to the end of the Restriction Periodreason, (i) this RSU Award Agreement shall terminate and all rights of the Grantee with respect to RSUs that have not vested shall immediately terminate, (ii) any such unvested RSUs shall be immediately forfeited without payment of any consideration, and (iii) neither the Grantee nor any of the Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in its entiretysuch unvested RSUs. (c) Upon If the Grantee’s employment is terminated by the Company other than for Cause, by the Grantee for Good Reason (as defined in the amended and restated employment agreement by and between the Company and the Grantee as in effect from time to time), or due to the Grantee’s death or Disability (i) the Termination portion of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock UnitsRSUs, if any, payable under that are scheduled to vest on the next applicable Vesting Date shall immediately vest and shall be settled as soon as practicable after the date of termination in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which the date of termination occurs, (ii) this RSU Award Agreement shall equal terminate and all rights of the number Grantee with respect to the portion of Restricted Stock Units that otherwise would be paidthe RSUs, if any, following the Restriction Period (based on the achievement that have not vested as of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator date of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest termination in accordance with this Section 2(c) shall immediately terminate, (iii) any such unvested RSUs shall be forfeited. forfeited without payment of any consideration, and (div) The Committee may, in its sole discretion, provide that, upon neither the retirement Grantee nor any of the Participant (as determined by the Committee Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofunvested RSUs.

Vesting. Except as may otherwise be specifically provided by Section 25in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. Fifty percent (a50%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award Awarded Shares shall vest only (i) except as provided in Section 3 hereofon the first date, to the extent if any, that the Performance Goals are satisfied as Total Enterprise Value equals or exceeds the First TEV Threshold, provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon that (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was is employed by the Company or a Subsidiary on such date and (ii) such date occurs on or before the first day sixth (6th) anniversary of the Restriction Period, Date of Grant. b. Fifty percent (50%) of the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning Awarded Shares shall vest on the first day of date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that (i) the Participant is employed by the Company or a Subsidiary on such continuous employment date and ending (ii) such date occurs on or before the last day sixth (6th) anniversary of the Restriction PeriodDate of Grant. The remaining portion Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this RSU Award that Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not vest in accordance with this Section 2(c) shall substitute its own restricted shares, then immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s retirement. Any portion Termination of this RSU Award as to which Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service (but no later than the sixth (6th) anniversary of the Date of Grant) and shall remain eligible for vesting requirements of this Section 2 have been satisfied shall be payable in accordance with this Section 5 hereof3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

Vesting. Except The Units will vest as may otherwise be provided by Section 25in (a) through (c) below: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent Provided that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end through such date, [X%] of the Performance Period.Units will vest on [INSERT VESTING DATE(S)], with the number of Shares of Common Stock (if any) issuable to the Participant with respect to such Units to be determined at the time and in accordance with the performance metrics set forth in Exhibit A; (b) Except as otherwise provided by Sections 2(c), 2(d) 100% of the Units will vest upon the death or 3 hereof, if the employment permanent disability of the Participant on or before the date the Participant would have become vested in the Units pursuant to paragraph (a) above. The Participant shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period and if he is entitled to long-term disability benefits under the Company’s long term disability plan, as determined by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.long term disability carrier; (c) Upon (i) the Termination 100% of the Participant’s employment without Cause, or (ii) the Disability or death Units will vest as of the Participant during the Restriction Period and prior to any termination last day of the Participant’s employment with the Company on or any Subsidiary, before the number of Restricted Stock Units, if any, payable under this RSU Award shall equal date the number of Restricted Stock Units that otherwise Participant would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days have become vested in the Restriction Period during which Units pursuant to paragraph (a) above in the Participant was continuously employed event that the Participant’s employment is terminated by the Company without Cause or the Participant resigns for Good Reason, in each case within thirty-six months after the effective date of a Subsidiary, Change in Control (regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan)) and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day effective date of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest Change in accordance with this Section 2(c) shall immediately be forfeitedControl. (d) The Committee mayFor purposes of this Agreement, in its sole discretion, provide that, upon “Cause” and “Good Reason” shall each have the retirement meaning set forth as of the date hereof in the employment agreement previously entered into between the Participant (as determined by and the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirementCompany. Any portion For purposes of this RSU Award as Agreement, a “Change in Control” means an event or occurrence set forth in one or more of paragraphs (i) to which the vesting requirements (iv) below (including an event or occurrence that constitutes a Change in Control under one of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.such subsections but that is specifically exempted under another such subsection):

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except Except as provided in Section 3 hereof, to 14 of the extent that the Performance Goals are satisfied as provided Plan or in Schedule A, and (iiSection 2(b) except as otherwise provided in Sections or Section 2(c), 2(dEligible Employee's vested percentage for purposes of Section 3 shall be as follows: (1) or 3 hereofzero, if the Participant remains continuously employed Eligible Employee's employment by the Company or a Subsidiary until the end subsidiary of the Performance PeriodCompany terminates before the first anniversary of the Option Grant Date; (2) thirty three and 1/3 percent (33-1/3%) if Eligible Employee remains an employee of the Company or a subsidiary on the first anniversary of the Option Grant Date; (3) sixty six and 2/3 percent (66-2/3%) if Eligible Employee remains an employee of the Company or a subsidiary on the second anniversary of the Option Grant Date; and (4) one hundred percent (100%) if Eligible Employee remains an employee of the Company or a subsidiary on the third anniversary of the Option Grant Date. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, Eligible Employee's vested percentage shall be 100% no later than the first day after the Option Grant Date which follows a 20 consecutive trading day period in which the average Fair Market Value of a share of Stock has been at least $25 a share if the employment Eligible Employee remains an employee of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretya subsidiary on such day. (c1) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s If Eligible Employee's employment with the Company or any Subsidiarysubsidiary of the Company terminates for any reason other than death or disability (within the meaning of Section 22(e)(3) of the Code) before this Option is fully vested, the number any portion of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based Option which is not vested on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator such termination of which Eligible Employee's employment shall be automatically forfeited as of his employer termination date. (2) In the number event of days in the Restriction Period during which the Participant was continuously employed by termination of Eligible Employee's employment with the Company or a Subsidiary, and (B) the denominator any subsidiary of which shall be (x) if the Participant was employed by the Company for any reason other than death or a Subsidiary on disability (within the first day meaning of Section 22(e)(3) of the Restriction PeriodCode), the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining after any portion of this RSU Award that does not vest Option is vested as set forth in this Section 2, this Option shall be exercisable to the extent vested in accordance with this the limitations set forth in Section 2(c) shall immediately be forfeited4. (d3) The Committee may, in its sole discretion, provide that, upon In the retirement event of termination of employment as a result of the Participant death or disability (as determined by within the Committee in its sole discretion), all or part meaning of Section 22(e)(3) of the Restricted Stock Units covered by Code) of Eligible Employee, this RSU Award Option shall be payable under and become 100% exercisable without regard to the vesting schedule set forth in this RSU Award, Section 2 and the personal representative of Eligible Employee's estate shall be entitled to exercise this Option subject to the satisfaction of the Performance Goals as provided limitations set forth in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof4.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant Participant, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Participant’s continued employment by the Company or a Subsidiary until any of its Affiliates through December 31, [YEAR 3], (the end of “Specified Date”), the Performance PeriodBanked Units shall vest on the Specified Date. (b) Except as otherwise provided In the event the Participant’s employment terminates by Sections 2(c)reason of (i) Disability, 2(d(ii) death, (iii) Non-Approved Retirement, or 3 hereof, if the employment of the Participant (iv) by the Company or any Subsidiary terminates prior without Cause other than within two years following a Change in Control, then such Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(g) will remain outstanding and will vest and be delivered to the end Participant, at the same time as delivery would have been made had the Participant not had a cessation of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyemployment. (c) Upon (i) In the Termination event the Participant’s cessation of employment occurs by reason of Approved Retirement, then all of the Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(h) will remain outstanding and will vest and be delivered to the Participant, at the same time as delivery would have been made had the Participant not had a cessation of employment. (d) If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without CauseCause or by the Participant due to a resignation with Good Reason, or (ii) the Disability or death any of the Participant during Participant’s then outstanding previously Banked Units and the Restriction Period and Target Units subject to Measurement Periods that have not concluded prior to any such termination, will vest immediately prior to such event and will be delivered to the Participant at the same time as delivery would have been made had the Participant not had a cessation of employment. For avoidance of doubt, this section will not apply if the Participant has satisfied the conditions for Approved Retirement or Non-Approved Retirement as of the date of the Participant’s termination (in that case, Section 3(b)(iii) or 3(c) will apply, as applicable). (e) Upon a cessation of the Participant’s employment with the Company or any Subsidiaryof its Affiliates, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units any Target Unit or Banked Unit that otherwise would be paid, if any, following the Restriction Period (based has not become vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such cessation and any Unit that does not specifically remain outstanding pursuant to Section 3(b), 3(c) or 3(d) will then be forfeited immediately and automatically, and the Participant will have no further rights with respect thereto. (f) Solely for purposes of this Agreement, (x) employment with the Company will be deemed to include employment with an Affiliate, but only during the period of such affiliation, and (y) the Participant will be deemed to be in “continued employment” or “continuous employment” during temporary absences from active employment due to vacation or sick leave taken in accordance with Company policies or other approved leaves of absence. (g) The application of Sections 3(b)(iii), 3(b)(iv), 3(c) and 3(d), is in each case, conditioned on (i) the Participant’s retirementexecution and delivery to the Company of a general release of claims against the Company and its affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the cessation of the Participant’s employment or such shorter period specified by the Company. Any portion For avoidance of doubt, if this RSU Award release requirement is not timely satisfied, all the Units will be forfeited as of the effective date of the cessation of the Participant’s employment and the Participant will have no further rights with respect thereto. (h) Notwithstanding anything else herein to which the vesting requirements of this Section 2 contrary, if the Participant’s employment is terminated by the Company for Cause (or if the Participant resigns at a time that a Cause basis for termination exists), then the Participant will forfeit immediately and automatically all Units (whether or not otherwise earned) and will have been satisfied shall be payable in accordance with Section 5 hereofno further rights hereunder.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject Unless and until the Performance Criteria have been satisfied as set forth in Section 3(b) with respect to compliance with Section 13Restricted Shares, or the Restricted Stock Units under this RSU Award shall Shares otherwise vest only pursuant to Section 3(c) or (d), (i) except the Participant shall not be entitled to delivery of stock certificates evidencing the Restricted Shares, (ii) any book-entry confirmations evidencing the Restricted Shares shall bear a legend setting forth the restrictions imposed thereon, (iii) the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, and (iv) the Participant's rights to Restricted Shares shall be forfeitable as provided in this Section 3 hereof, to 3. (b) To the extent that the Performance Goals are Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Shares awarded under this Agreement, as calculated in accordance with Section 4, and the Participant's rights to such vested Restricted Shares shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(e) below. [Except as provided in Schedule ASection [3(c) or (d) below,] to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Restricted Shares awarded under this Agreement that do not vest, as calculated in accordance with Section 4, shall be forfeited by the Participant and (ii) except as otherwise provided all rights of the Participant to such unvested Restricted Shares shall terminate without further obligation on the part of the Company.] Prior to the lapse of the restrictions set forth in Sections 2(cSection 3(a), 2(dthe Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) or 3 hereof, if the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (c) [In the event the Participant remains continuously employed by the Company dies or terminates employment on account of a Subsidiary until Disability before the end of the Performance Period, the Participant shall vest in the ________ Restricted Shares granted under Section 2 of this Agreement [(and, for the avoidance of doubt, no additional Restricted Shares in which the Participant may have been entitled to vest in accordance with the Performance Criteria)] and the Participant's rights to such vested Restricted Shares shall become nonforfeitable as of the date of death or termination of employment on account of a Disability.] (bd) Except as otherwise provided by Sections 2(c), 2(d) [In the event the Participant's employment with or 3 hereof, if the employment of the Participant by service to the Company or any Subsidiary terminates prior of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Shares have become vested under Section 3(b) or (c), the Participant shall vest in the _______ Restricted Shares granted under Section 2 of this Agreement [(and, for the avoidance of doubt, no additional Restricted Shares in which the Participant may have been entitled to vest in accordance with the Performance Criteria)] and the Participant's rights to such vested Restricted Shares shall become nonforfeitable as of the date on which the Participant's employment with or service to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyCompany is terminated.] (ce) Upon [Except as provided in Section [3(c) or (i) the Termination of d)] above], if the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s 's employment with the Company or terminates for any Subsidiary, reason prior to the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement expiration of the Performance Goals as determined under Section 1(b))Period, multiplied by a fraction, (A) the numerator of which all then-unvested Restricted Shares shall be the number of days in the Restriction Period during which forfeited by the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement rights of the Participant (as determined by to such unvested Restricted Shares shall terminate without further obligation on the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany.]

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance The Award will vest, if at all, in accordance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, attached hereto and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or made a Subsidiary until the end part of the Performance Periodthis Agreement. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the event Recipient's employment with one of the Participant by the Company or any Subsidiary terminates Corporation's Subsidiaries is terminated prior to the end of the Restriction three year measurement period set forth in Schedule A (the "Measurement Period") due to the Recipient's death, Disability (as defined in section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, (the "Code")), Retirement (subject to Section 4) or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a pro-rata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2004 through the month of Early Termination, inclusive. This pro-rata basis will be paid to the Recipient at the same time as Cash Awards and Stock Distributions are made to then current employees who have Awards under the Plan, subject to Section 2(f) of this RSU Agreement. (c) In the event Recipient's employment with one of the Corporation's Subsidiaries is terminated for Cause, or if the Recipient terminates his/her employment with such Subsidiary, each occurring prior to April 19, 2007, the Award shall be immediately forfeited in its entirety. (cd) Upon (i) If prior to April 19, 2007, the Termination Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Participant’s employment without CauseCorporation, or (ii) if the Disability or death Recipient begins a leave of absence without reinstatement rights, then in each case the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days forfeited in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedits entirety. (de) The Committee may, In the event of a Change in its sole discretion, provide that, upon the retirement Control of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing Corporation prior to the effective distribution of the Award, the Award will be paid within 60 days of the date of the Participant’s retirementChange in Control. Any portion In such event, the vesting date will be the date of the Change in Control. The term "Change in Control" is defined for purposes of this RSU Award as to which the vesting requirements of this Agreement in Section 2 have been satisfied shall be payable in accordance with Section 5 hereof7.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13All RSUs will be vested on the date of grant, other than those granted for annual service on the Restricted Stock Units Board, which shall vest on the one year anniversary of the Grant. If the Grantee is not a Director on the one-year anniversary of the Grant and the Grant is not otherwise vested under this RSU Award Agreement, then the Grant shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, be null and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodvoid. (b) Except All units will vest upon a Change-in-Control as otherwise provided by Sections defined in paragraph 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretybelow. (c) Upon A "Change in Control" shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred: (i) any person who is or who becomes the Termination beneficial owner, directly or indirectly, of securities of the Participant’s employment without CauseCompany (not including in the securities beneficially owned by such person or any securities acquired directly from the Company or its affiliates) representing 31% or more of the combined voting power of the Company's then outstanding securities, or excluding any person who becomes a beneficial owner in connection with a non-control merger (as defined in paragraph (iii) below); or (ii) the Disability or death following individuals cease for any reason to constitute a majority of the Participant during number of Directors then serving: individuals who, on the Restriction Period date hereof, constitute the Board and prior any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to any termination a consent solicitation, relating to the election of Directors of the Participant’s employment with Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or; (iii) A merger or consolidation of the Company or any Subsidiarydirect or indirect subsidiary of the Company is consummated with any other corporation, other than a merger or consolidation (a non-control merger") immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of Directors of the Company, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal entity surviving such merger or consolidation or any parent thereof; or (iv) the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement stockholders of the Performance Goals as determined under Section 1(b)), multiplied by Company approve a fraction, (A) plan of complete liquidation or dissolution of the numerator of which shall be Company or an agreement is consummated for the number of days in the Restriction Period during which the Participant was continuously employed sale or disposition by the Company of all or substantially all of the Company's assets, other than a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed sale or disposition by the Company of all or a Subsidiary on the first day substantially all of the Restriction Period, Company's assets immediately following which the total number of days in individuals who comprise the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day Board immediately prior thereto constitute at least a majority of the Restriction Period. The remaining portion board of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeiteddirectors of the entity to which such assets are sold or disposed or any parent thereof. (d) The Committee may, in its sole discretion, provide that, All RSUs shall vest upon the retirement death or Disability (as that term is defined in Section 22(e) of the Participant (as determined Internal Revenue Code) of the Grantee. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the Committee consummation of any transaction or series of integrated transactions immediately following which the record holders of the Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in its sole discretion), an entity which owns all or part substantially all of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction assets of the Performance Goals as provided in Schedule A. Any Company immediately following such action by the Committee must be made in writing prior to the effective date transaction or series of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereoftransactions.

Vesting. Except as may otherwise be provided by Section Twenty-five percent (25: (a%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award (rounded up to the nearest whole number) shall vest only on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”). (i) except as provided Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3 hereof3(c) is not satisfied shall be forfeited, subject to the extent that the Performance Goals are satisfied as provided special provisions set forth in Schedule A, and subsections (ii) except as otherwise provided through (iv) of this Section 3(a). (ii) If the Participant’s employment terminates due to death or Permanent Disability, or in Sections 2(cthe event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. (iii) If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), 2(d) or 3 hereof, if the Participant remains continuously employed terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of the Participant’s resignation or termination of employment (other than for Cause) on or after the earlier of (A) the Participant’s 60th birthday and having attained ten (10) years of service with the Company or a Subsidiary until the end (including years of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant service granted by the Company or any Subsidiary terminates prior to the end as a result of the Restriction Perioda merger, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Causeacquisition, or (iiother transaction) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be Participant’s 65th birthday (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period“Retirement”), the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Compensation Committee maymay determine, in its sole discretion, provide thatwhether and the manner in which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon the retirement of the Participant (as determined by the Committee in its sole discretion)such Retirement, all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction which have not vested as of the Performance Goals date of such termination shall vest pro-rata as provided in Schedule A. Any such action by of the Committee must be made in writing prior to the effective date of the Participant’s retirementRetirement, and all such units which shall have not vested as a result of such Retirement shall revert to the Company without consideration of any kind. Any portion To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of this RSU Award as nonqualified deferred compensation, subject to which the vesting requirements of this Code Section 2 have been satisfied 409A. The number of Restricted Stock Units vesting pro-rata upon an event described in the penultimate sentence of the foregoing paragraph in Section 3(a)(iv) shall be payable in accordance calculated by taking a fraction where the denominator is equal to number of months during the Normal Vesting Schedule (“Vesting Period”), and the numerator is equal to the number of completed months that the Participant was employed or provided service to the Company or one of its Subsidiaries during the Vesting Period, with Section 5 hereofthe total number of Restricted Stock Units awarded multiplied by such fraction multiplied (rounding up the nearest whole number).

Vesting. Except as may otherwise specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall be provided by Section 25vested as follows: (a) Subject one-third (1/3rd) of the Awarded Shares (rounded to compliance with Section 13, the Restricted Stock Units under this RSU Award next whole share for any fractional shares) shall vest only on the first anniversary of the Date of Grant, provided the Participant is employed by (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereofor, if the Participant remains continuously employed by the Company is a Consultant or a Subsidiary until the end of the Performance Period. (ban Outside Director, is providing services to) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedapplicable vesting date. (db) The Committee mayone-third (1/3rd) of the Awarded Shares (rounded to the next whole share for any fractional shares) shall vest on the second anniversary of the Date of Grant, in its sole discretionprovided the Participant is employed by (or, provide thatif the Participant is a Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on the applicable vesting date. (c) the remaining unvested portion of the Awarded Shares shall vest on the third anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on the applicable vesting date. Notwithstanding the foregoing, all of the unvested Awarded Shares shall be automatically fully vested upon the retirement first to occur of a Change in Control, the death of the Participant (as determined by or the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date Total and Permanent Disability of the Participant’s retirement, provided the Participant is still employed by (or, if the Participant is a Consultant or an Outside Director, providing services to) the Company as of the date such event. Any portion Notwithstanding the foregoing, all of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied unvested Awarded Shares shall be payable automatically fully vested upon the occurrence of a Qualifying Termination (as such term is defined in accordance with Section 5 hereofthat certain [Amended and Restated] Retention Agreement, by and between the Company and the Participant, dated May ___, 2015.

Vesting. Except as may otherwise (i) The Restricted Stock will become vested and cease to be Restricted Stock, and accordingly, the restrictions contained in Sections 2, 3(a) and 3(b) will no longer apply (but the Shares will remain subject to Section 5) on _____________ (the “Vesting Date”); provided by Section 25:that the Participant is continuously providing services to the Company or an Affiliate from the Grant Date through the Vesting Date. (aii) Subject to compliance with Notwithstanding Section 133(c)(i), the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, will become vested and cease to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates be Restricted Stock prior to the end of Vesting Date upon the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination date of the Participant’s employment without Causedeath or Termination due to Disability, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the consummation of a Control in Change, provided in all events that the Participant is continuously providing services to the Company or an Affiliate from the Grant Date through the applicable vesting date. (iii) There will be no proportionate or partial vesting in the periods prior to any vesting date and, subject to Sections 3(c)(i) and 3(c)(ii), as applicable, all vesting pursuant to Sections 3(c)(i) and 3(c)(ii) will occur only on the appropriate vesting date subject to the Participant’s retirement. Any portion continuously providing services to the Company or an Affiliate from the Grant Date through such date. (iv) When any Shares of this RSU Award as to which Restricted Stock become vested, the Company will within thirty (30) days of the vesting requirements date issue and deliver, unless the Company is using a book entry or similar method pursuant to Section 8, in which case the Company will upon the Participant’s request promptly issue and deliver, to the Participant a new stock certificate registered in the name of this the Participant for such Shares without the legend set forth in Section 2 have been satisfied shall be payable 4(a) hereof and deliver to the Participant such Shares and any related other RS Property (all of which is included in accordance with Section 5 hereofthe term Restricted Stock), in each case free of all liens, claims and other encumbrances (other than those created by the Participant), subject to applicable withholding taxes.

Vesting. Except as may otherwise be This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by Section 25a member of the Premier Group. Notwithstanding the foregoing: (a) Subject In the event that a Participant terminates employment due to compliance with Section 13being a Good Leaver (as defined below), the Restricted Stock Units under this RSU Participant shall immediately vest in a portion of the Award shall vest only equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095 (or 1,096 in the event of a leap year occurring within the period). A Participant is a “Good Leaver” on account of (i) except terminating employment due to death, Disability or an Approved Retirement (as provided defined in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii13 below) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company Premier Group Without Cause (as defined in Section 13 below) prior to a Change in Control; and (b) In the event the Employer terminates the Participant’s employment Without Cause or any Subsidiarythe Participant terminates his employment for Good Reason (as defined in Section 13 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which vest in full. The Participant shall be entitled to receive the number dividends or other distributions (including securities of days in the Restriction Period during which the Participant was continuously employed another issuer) that are paid by the Company on the Award Shares on or a Subsidiaryafter their date of issuance, but only if such Award Shares are subsequently earned and (B) the denominator of which vested. Any such dividend or other distribution shall be (x) if paid to the Participant was employed by as soon as reasonably practicable after the underlying Award Shares have become vested. No interest shall be paid on any dividends or other distributions under this Section 3. Notwithstanding the foregoing, no dividends shall be paid with respect to the Award Shares to the extent that it would violate applicable law. Nothing in this Award Agreement shall be interpreted to require the Company to grant dividends on any Shares or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedShares. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, The Participant shall become vested in the Restricted Stock Units under this RSU Award shall vest only Units, in installments, on the dates indicated in the following table: Vesting Date Percentage of Vested Restricted Stock Units (b) [In the event of the Participant’s Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) except as provided if such Termination occurs within the twelve (12) month period following a Change in Section 3 hereofControl (a “CIC Period”), to then upon the extent that date of such Termination the Performance Goals are satisfied as provided Participant shall become one hundred percent (100%) vested in Schedule Athe Restricted Stock Units, and (ii) except as otherwise provided in Sections 2(c)if such termination occurs other than within a CIC Period, 2(d) or 3 hereof, if then upon the date of such Termination the Participant remains continuously shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.]1//[In the event of the Participant’s Termination by the Company without Cause (other than as a result of death or disability) within the twelve (12) month period following a Subsidiary until Change in Control, the end Participant shall become one hundred percent (100%) vested in the Restricted Stock Units upon the date of such Termination.]2 (c) [In the event of the Performance Period.Participant’s Termination (i) due to the Participant's death or (ii) by the Company due to the Participant's Disability, the Participant shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.]3 (bd) Except as otherwise provided by Sections 2(c)in this Agreement, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of upon the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Termination for any termination of the Participant’s employment with the Company or any Subsidiaryreason, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award in which the Participant has not become vested shall be payable under cancelled, and forfeited by the Participant, without consideration. (e) Notwithstanding any provision of this RSU Award, subject Agreement to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of contrary, upon the Participant’s retirement. Any Termination by the Company for Cause, the Restricted Stock Units, including any portion of this RSU Award as to in which the vesting requirements of this Section 2 have been satisfied Participant had previously become vested, shall be payable in accordance with Section 5 hereofcancelled, and forfeited by the Participant, without consideration.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant Participant, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Except as described below, the Restricted Stock Units under this RSU Participant shall become vested in his Award shall vest only (i) except as provided in Section 3 hereof, to on the extent that last day of the Performance Goals are satisfied as provided Period if he remains in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by continuous employment with the Company or a Subsidiary subsidiary until such date. (b) If prior to the last day of the Performance Period the Participant's employment with the Company and all subsidiaries terminates due to the Participant's death, disability or retirement, and the Participant's service on the Board does not continue thereafter, the Award shall remain outstanding and after the end of the Performance Period shall be adjusted as described in Section 7. The Participant shall vest in a number of PSUs subject to the Award as adjusted, determined by multiplying the number of adjusted PSUs by a fraction, the numerator of which is the number of full months that elapsed from the first day of the Performance Period to the date of termination of employment and the denominator of which is the number of full months in the Performance Period. (bc) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if If prior to the employment end of the Participant by Performance Period the Participant's employment with the Company or and all subsidiaries terminates for any Subsidiary reason and the Participant's service on the Board continues thereafter, the Participant shall continue to vest in his Award as if he had continued in employment. If the Participant's service on the Board subsequently terminates prior to the end of the Restriction PeriodPerformance Period for any reason other than for cause (as determined by the remaining Board members in their sole discretion), this RSU the Award shall be immediately forfeited adjust and vest as described in its entirety. (c) Upon (i) Section 5(b), with the Termination numerator of the Participant’s employment without Cause, or (ii) the Disability or death fraction including full months of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based and service on the achievement Board. (d) If prior to the last day of the Performance Goals Period there is a Change in Control of the Company, the Participant's Award shall immediately vest as determined under of such date and shall not be subject to the adjustment described in Section 1(b)), multiplied by a fraction, 7. (e) Any PSUs that do not vest as described above upon the Participant's termination of employment or termination of service on the Board shall be forfeited to the Company. (f) For purposes of this Section 5: (i) “disability” (A) while the numerator of which shall Participant is employed, has the meaning, and will be the number of days determined, as set forth in the Restriction Period during Company's long term disability program in which the Participant was continuously employed by the Company or a Subsidiaryparticipates, and (B) the denominator of which shall be (x) if while the Participant was employed by is a Non-Employee Director means the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement inability of the Participant to engage in any substantial mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months; and (ii) “retirement” means the Participant's termination from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion), all ) when the Participant is 65 or part older or 55 or older with 10 years of service with the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany and its subsidiaries.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject This Stock Option is exercisable in the following cumulative installments (each an “Installment Period”) prior to compliance the Expiration Date: [•]; provided, however, that no portion of this Stock Option shall first become exercisable on any anniversary of the Grant Date in accordance with Section 13the foregoing unless the Company has paid an ordinary cash dividend in respect of its common stock for each fiscal quarter ending after the Grant Date and before such anniversary of the Grant Date. b) The right of exercise shall be cumulative, so that if the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereofOption, to the extent it has become exercisable in accordance with paragraph 1(a) above, is not exercised to the maximum extent permissible during an Installment Period, it shall be exercisable, in whole or in part, with respect to all Shares not so purchased at any time prior to the Expiration Date, subject to earlier termination as set forth in this agreement (the “Agreement”) and the Plan. c) In the event the Company fails to pay an ordinary cash dividend in respect of its common stock for any full fiscal quarter ending after the Grant Date, any portion of this Stock Option that was outstanding but not yet exercisable as of the Performance Goals are satisfied end of such fiscal quarter shall automatically be forfeited as of the end of such fiscal quarter. d) Except as provided in Schedule Aparagraph 1(e) below, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any upon termination of the Participant’s employment with any portion of this Stock Option that is not then exercisable will immediately expire and the Company or any Subsidiaryremainder of this Stock Option will remain exercisable, subject to the number other provisions of Restricted Stock Unitsthis Agreement and the Plan, if any, payable under this RSU Award shall equal until the number earlier of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator Expiration Date, or (B)(i) if the employment terminates by reason of which the Participant’s death, the second anniversary of the date of such death; (ii) if the employment terminates by reason of disability or an involuntary termination other than for cause, the first anniversary of the date of termination; or (iii) if the Participant voluntarily terminates employment before becoming eligible for Retirement, or is involuntarily terminated for cause, the thirtieth (30th) day following the date of termination. Upon the expiration of the applicable latest exercise date described in the immediately preceding sentence, this Stock Option shall terminate. e) Subject to the other provisions of this Agreement and the Plan, i. if the Participant Retires, any portion of this Stock Option that had not yet vested as of the date of Retirement will continue to remain outstanding and subject to continued vesting or forfeiture in accordance with paragraphs 1(a) and 1(c) above as though employment had not terminated; provided, that in no event shall any portion of this Stock Option remain outstanding beyond the Expiration Date; and further provided, that if the Participant should die following Retirement and while any portion of this Stock Option is still outstanding, the then outstanding portion of this Stock Option shall continue to remain outstanding (and as to any portion thereof that is not then vested shall be subject to continued vesting or forfeiture in accordance with paragraphs 1(a) and 1(c) above as though employment had not terminated) but shall terminate, unless earlier exercised, on the number earlier of days in (A) the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryExpiration Date, and (B) the denominator later of which (1) the second anniversary of the date of death, and (2) the thirtieth day following the 4th anniversary of the Grant Date; and ii. if the Participant’s employment terminates by reason of death or disability at a time when the Participant has satisfied the age and years of service requirements specified in the definition of Retirement and while any portion of this Stock Option is still outstanding, the then outstanding portion of this Stock Option shall continue to remain outstanding (and as to any portion thereof that is not then vested shall be (xsubject to continued vesting or forfeiture in accordance with paragraphs 1(a) if the Participant was employed by the Company or a Subsidiary and 1(c) above as though employment had not terminated) but shall terminate, unless earlier exercised, on the first day earlier of (A) the Expiration Date, and (B) the later of (1) in the case of employment termination by reason of death, the second anniversary of the Restriction Period, date of death and the total number thirtieth day following the 4th anniversary of days in the Restriction PeriodGrant Date, or (y2) in all other casesthe case of employment termination by reason of disability, the total number first anniversary of days within the Restriction Period equal to the period of time beginning on the first day date of such continuous employment termination and ending on the last thirtieth day following the 4th anniversary of the Restriction PeriodGrant Date. iii. The remaining portion For purposes of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee mayStock Option, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date “Retire” and “Retirement” mean termination of the Participant’s retirement. Any portion employment (other than a termination for cause) after attainment by the Participant of this RSU Award as to which age fifty-five (55) and ten (10) years of continuous service with the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany and/or its subsidiaries.

Vesting. Except Once granted, each Option shall vest in accordance with the following schedule, if as may otherwise of each such date Executive is, and has been, continuously since the date hereof Employed by the Company: Cumulative Percentage Date of Option Vested ------------------------- --------------------------------- December 31, 2002 33.3% December 31, 2003 66.7% December 31, 2004 100.0% If Executive ceases to be provided Employed by Section 25: (a) Subject the Company on any date other than a date set forth on the schedule above prior to compliance with Section 13December 31, 2004, the Restricted Stock Units under this RSU Award cumulative percentage of each Option to become vested shall vest only be determined on a pro rata basis according to the number of days elapsed since the prior date set forth on the schedule above (ior, if prior to December 31, 2002, since October 1, 2001) and any portion of such Option that was not vested on such date on which Executive ceased to be Employed by the Company shall be deemed unvested (except as provided in Section 3 hereofsubparagraphs (i) through(iv) below). Notwithstanding the foregoing: (i) the unvested portion of each Option shall become fully vested upon the consummation of a Sale of the Company if as of such date, Executive is, and since the Effective Date has been, continuously Employed by the Company through the date of the consummation of such Sale of the Company, (ii) if the Company effects a pro rata redemption of any portion of its outstanding Series A Preferred or the Series B Preferred owned by the Investors, the Option for such series of stock will vest immediately prior to such redemption to the extent needed so that the Performance Goals are satisfied percentage of the Option that has vested on a cumulative basis with respect to such series shall be equal to the cumulative percentage of Series A Preferred or Series B Preferred, as provided in Schedule Aapplicable, owned by such Investors (determined based on the highest number of shares of such series that were ever issued and outstanding and owned by the Investors as compared to the aggregate shares of such series that have been redeemed by the Company) that is being redeemed (or has been redeemed) by the Company. For the avoidance of doubt, this Section 6(ii) shall not apply to any redemptions of Series A Preferred or Series B Preferred that the Company undertakes pursuant to any purchase or repurchase rights it has or may have upon the termination of employment of any current or former employee of the Company or any of its Subsidiaries; (iii) if Publishing terminates Executive's Company Employment without Cause on a date following execution of the definitive agreement providing for a Sale of the Company, Executive has since the Effective Date and until such Termination been continuously Employed by the Company, and a Sale of the Company is consummated within 9 months following such Termination and on substantially the terms and with the purchaser(s) set forth in such agreement as in effect prior to such Termination, then the unvested portion of each Option shall become fully vested upon the consummation of such Sale of the Company; and (iiiv) except if Publishing terminates Executive's Company Employment without Cause, Executive ceases to be Employed by the Company on account of his resignation for Good Reason, or Executive ceases to be Employed by the Company as otherwise provided in Sections 2(ca result of the death or Incapacity of Executive, the portion of each Option which would have vested solely on account of the passage of time (and not any vesting which would have occurred upon the happening of any other event) during the 12 month period following such Termination on the pro rata basis described above shall become immediately vested (with any remaining unvested portion of such Option expiring and being forfeited), 2(d) or 3 hereof. (For example, if such Termination should occur on April 30, 2003, Executive's employment shall, for purposes of the Participant remains continuously first two sentences of this Section 6, be deemed to have been terminated on April 30, 2004 with the result that the cumulative percentage of Options which would have vested through April 30, 2004, pursuant to the above table, shall be deemed vested, but if there is a consummation of a Sale of the Company during such 12-month period, Executive will not get the benefit of subsection (i) above (i.e., will not get full vesting) and Executive shall not be considered as being employed by the Company or a Subsidiary until the end of the Performance Periodduring such 12-month period for any purpose other than such 12-month advanced vesting. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except 3.1 The Grantee shall have no vested right in any Performance Shares for any Performance Period unless (i) the Grantee retains his or her Continuous Status as may otherwise a Participant from the first day through the last day of such Performance Period and (ii) the Committee certifies the Achievement Level for such Performance Period. The achievement of the Achievement Level, as evidenced by such certification by the Committee, shall be provided construed by all parties as a condition related to the purpose of the compensation for purposes of Section 25409A of the Code. Subject to the provisions set forth herein, for 3.2 The foregoing vesting schedule notwithstanding: (a) Subject to compliance with Section 13Upon the termination of the Grantee’s employment by the Company without Cause or if the Grantee’s employment by the Company is terminated by the Grantee for Good Reason, the Restricted Stock Units under this RSU Award shall vest only then (i) except if applicable, for purposes of Section 3.1(i) of this Agreement, the Grantee shall be deemed employed by the Company through the last day of any Severance Period which shall be deemed the last day of the Grantee’s Continuous Status as provided a Participant, and (ii) for the Fiscal Year in Section 3 hereofwhich such termination occurs (as determined in accordance with the preceding clause (i)), the Grantee shall be entitled to issuance of a number of Target Shares equal to the product obtained by multiplying the number of Target Shares which the Grantee would have received hereunder, if any, subject to and based upon the Achievement Level for such Fiscal Year, but for the termination of his or her employment, multiplied by a fraction, the numerator is which the number of days the Grantee is employed (or deemed employed as aforesaid) by the Company during such Fiscal Year and the denominator of which is 365, and (iii) all other unvested Target Shares hereunder shall be deemed terminated and forfeited. For the avoidance of doubt, for purposes of this clause (a), to the extent the first day of a Severance Period is in one Fiscal Year and the last day of such Severance Period is in the following Fiscal Year, the Grantee shall be deemed employed (1) during the entirety of such first Fiscal Year and (2) for that portion of the following Fiscal Year which corresponds to the Severance Period applicable thereto. (b) Upon termination of employment as the result of the death or Disability of the Grantee, then, for the Fiscal Year in which such termination occurs and each Fiscal Year thereafter during each Performance Period, the heirs or estate of the deceased Grantee or the Disabled Grantee shall be entitled to issuance of a number of Target Shares equal to the number of Target Shares which the Grantee would have received hereunder, if any, subject to and based upon the Achievement Level for such Fiscal Year, but for the termination of his or her employment. (c) Notwithstanding the provisions of Sections 3.2(a) or (b), upon the occurrence of a Change in Control during any Annual Performance Period, the effective date of the Change in Control shall be deemed the last day of the Annual Performance Period and Cumulative Performance Period for the Fiscal Year in which the Change in Control occurs and for each Fiscal Year thereafter, and (i) the Grantee shall be deemed vested in and entitled to issuance of a number of Target Shares equal to the number of Target Shares which the Grantee would have received hereunder, if any, subject to and based upon the Achievement Level for such Fiscal Year(s) assuming that the effective date of the Change in Control is the last day of the Annual Performance Goals are satisfied Period and Cumulative Performance Period for the Fiscal Year in which the Change in Control occurs and for each Fiscal Year thereafter, such vesting to be deemed to have occurred at such time as provided may be necessary or required in Schedule Aorder for the Grantee to be deemed the lawful owner and holder of record as of the effective date and time of the Change in Control, and (ii) except as otherwise provided set forth in Sections 2(c)the preceding clause, 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end all other unvested Performance Shares hereunder shall be deemed terminated as of the Performance Periodeffective date and time of the Change in Control. (b) Except 3.3 The Committee shall determine and certify the Achievement Level for each Performance Period as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if soon as administratively practicable following the employment last day of each Performance Period and such determination shall be final and binding on all parties and shall be deemed effective as of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, day following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction applicable Performance Period. The remaining portion of this RSU Award that does Subject to the vesting conditions set forth herein, the Company shall, not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon later than the retirement last day of the Participant (as determined by Fiscal Year following the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.applicable

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to the Participant’s continuous employment by the Company and its Affiliates in the position of [ ] (or in an alternative position with the Company, as determined by the Chief Executive Officer in his or her sole discretion and subject to approval by the Compensation Committee (an “Alternative Position”)) and compliance with Section 13Non-Compete Agreement (as defined below), the Restricted Stock Units under this RSU Award RSUs granted to the Participant shall vest only as to the percentage of the RSUs indicated below on the dates specified below (ieach a “RSU Vesting Date”). The unvested RSUs granted pursuant to this Agreement shall automatically terminate and be forfeited (without any action by any party hereto) except as provided on the sooner of (x) the date on which the Participant’s employment is terminated and (y) the date on which the Participant ceases to serve in Section 3 hereof, to the position of [ ] or in an Alternative Position. [ ] [ ]% [ ] [ ]% [ ] [ ]% To the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if RSUs have not vested prior to the Participant remains continuously employed by date that is the Company or a Subsidiary until the end five-year anniversary of the Performance PeriodGrant Date, the unvested RSUs shall terminate and be forfeited as of such date, without any further consideration to the Participant. Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) Except as otherwise provided by Sections 2(c)Notwithstanding the foregoing, if because of the Participant’s death or Disability the Participant’s employment terminates or the Participant ceases to serve in the position of [ ] or an Alternative Position, then the unvested RSUs, to the extent not previously forfeited, shall immediately become fully vested, subject to Section 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretybelow. (c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant event that during the Restriction Period and prior to any termination period of the Participant’s employment with the Company or any Subsidiaryone of its Affiliates after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the number date of Restricted Stock Units, if any, payable under this RSU Award such Change in Control shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement date of such Change in Control. In the event that the Change in Control occurs on a date prior to the date that a Participant is determined to be Disabled for purposes of the Performance Goals as determined under Section 1(b))Plan and this Agreement, multiplied by a fractionbut the Committee, (A) the numerator of which shall be the number of days in the Restriction Period during which its sole determination expects the Participant was continuously employed by to be Disabled at the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day end of the Restriction Period9-month period referred to in Section 4 of this Agreement, then all of the total number unvested RSUs of days in the Restriction Periodsuch Participant, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on extent not previously forfeited, shall vest upon the first day of such continuous employment and ending on the last day date of the Restriction Period. The remaining portion of this RSU Award that does not vest Change in accordance with this Section 2(c) shall immediately be forfeitedControl. (d) The Committee mayIn the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), in its sole discretion, provide that, upon the retirement of the Participant 2(b) or 2(c) above is not a Business Day (as determined by the Committee in its sole discretiondefined below), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall automatically be payable delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in accordance with Section 5 hereofNew York, New York are open for general business.

Vesting. Except Unless the Option has earlier terminated pursuant to the provisions of this Agreement, Shares subject to this Option shall vest over three years in accordance with the vesting schedule attached hereto as may otherwise Exhibit A and incorporated herein by reference (the “Vesting Schedule”); provided, however, that the Employee is in the continuous employ of or in a service relationship with the Company from the Grant Date through the applicable date upon which vesting is scheduled to occur. Unless the Option has earlier terminated, vesting of the Option shall be provided by Section 25: (a) Subject to compliance with Section 13accelerated so that the unvested portion of the Option shall become one hundred percent vested in the Employee upon the occurrence of a Change in Control. For purposes of this Agreement, the Restricted Stock Units under this RSU Award term “Change in Control” shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon mean (i) the Termination sale of all or substantially all of the Participant’s employment without Causeassets of the Company, or (ii) the Disability or death sale of more than 50% of the Participant during the Restriction Period and prior to any termination outstanding capital stock of the Participant’s employment with Company in a non-public sale, (iii) the dissolution or liquidation of the Company, or (iv) any merger, share exchange, consolidation or other reorganization or business combination of the Company or any Subsidiary, the number if immediately after such transaction of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, either (A) the numerator persons who were directors of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company immediately prior to such transaction do not constitute at least a majority of the directors of the surviving entity, or a Subsidiary, and (B) persons who hold a majority of the denominator voting capital stock of which the surviving entity are not persons who held a majority of the voting capital stock of the Company immediately prior to the transaction; provided, however, that the term “Change in Control” shall be not include (x) if the Participant was employed by a public offering of capital stock of the Company or that is effected pursuant to a Subsidiary on the first day of the Restriction Periodregistration statement filed with, and declared effective by, the total number Securities and Exchange Commission under the Securities Act of days in the Restriction Period1933, or (y) in all other cases, the total number any transaction pursuant to which shares of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day capital stock of the Restriction Period. The remaining portion Company are transferred or issued to any trust, charitable organization, foundation, family partnership or other entity controlled directly or indirectly by, or established for the benefit of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. Xxxxxx X. XxXxxxxxxx and/or Xxxxxxx X. XxXxxxxxxx or their immediate family members (d) The Committee mayincluding spouses, children, grandchildren, parents, and siblings, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretioneach case to include adoptive relations), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject transferred to the satisfaction of the Performance Goals as provided in Schedule A. Any any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofimmediate family members.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only become vested as follows: (i) except as provided in Section 3 hereof, to 25% of the extent that shares of Restricted Stock shall vest on the Performance Goals are satisfied as provided in Schedule A, and first anniversary of Date of Grant; (ii) except as otherwise 25% of the shares of Restricted Stock shall vest on the second anniversary of Date of Gxxxx; (iii) 25% of the shares of Restricted Stock shall vest on the third anniversary of the Date of Grant; and (iv) 25% of the shares of Restricted Stock shall vest on the fourth anniversary of the Date of Grant (each, a “Vesting Date”); provided in Sections 2(c), 2(d) or 3 hereof, if that the Participant remains continuously employed by in continuous service with the Company or a Subsidiary until an Affiliate thereof through the end of the Performance Periodapplicable Vesting Date. (b) Except as otherwise provided by Sections set forth in Section 2(c), 2(d) or 3 hereofbelow, if the employment Participant’s service is terminated for any reason, (i) this Restricted Stock Award Agreement shall terminate and all rights of the Participant by the Company or any Subsidiary terminates prior with respect to the end shares of Restricted Stock that have not vested as of the Restriction Perioddate of termination shall immediately terminate, this RSU Award (ii) any such shares of Restricted Stock shall be immediately forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in its entiretysuch shares of Restricted Stock. (c) Upon If the Participant’s service is terminated by the Company without Cause or by the Participant for Good Reason (to the extent such a term is included in this Restricted Stock Award Agreement for the Participant or in another individual agreement between the Company and the Participant), and provided that the Participant executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within sixty (60) days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) the Termination shares of Restricted Stock that are scheduled to vest on the next applicable Vesting Date shall vest on the effective date of the Participant’s employment without Causerelease, or (ii) the Disability or death this Restricted Stock Award Agreement shall terminate and all rights of the Participant during with respect to the Restriction Period and prior to any termination portion of the Participant’s employment with the Company or any Subsidiary, the number shares of Restricted Stock UnitsStock, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does do not vest in accordance with this Section 2(c) shall immediately terminate with effect retroactive to the termination date and any such shares of Restricted Stock shall be forfeitedforfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such shares of Restricted Stock. (d) The Committee mayNotwithstanding anything to the contrary in this Restricted Stock Award Agreement or the Plan, in its sole discretion, provide that, upon the retirement event that the consummation of the Participant (as determined by initial public offering of the Committee in its sole discretion)Company does not occur within five business days of the Date of Grant, all or part of the shares of Restricted Stock Units covered by this RSU Award shall immediately terminate, and all of the shares of Restricted Stock shall be payable under this RSU Award, subject to forfeited without the satisfaction payment of any consideration. Neither the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date Participant nor any of the Participant’s retirement. Any portion successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such forfeited shares of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofRestricted Stock.

Vesting. Except A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as may otherwise be provided herein or determined by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Committee in its sole discretion. No portion of any Award shall vest only (i) except as provided in Section 3 hereof, to become vested on the extent that vesting date unless the Performance Goals are satisfied as provided in Schedule AParticipant is then, and (ii) since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if this Agreement and the Participant remains continuously employed by the Company or a Subsidiary until the end Plan. B. The Award will become vested as to 33 1/3% of the Performance RSUs on the first anniversary of the Grant Date and as to the remaining 66 2/3% of the RSUs on the second anniversary of the Grant Date (the “Vesting Period”). (b) C. Except as otherwise provided by Sections 2(c)in the Plan, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will promptly terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the Participant’s death or Disability; and (ii) any Subsidiaryportion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the Participant’s Retirement for fifty percent (50%) of the number of Restricted Stock Units, if any, payable under this RSU Award shall equal shares covered by such unvested portion and for an additional ten percent (10%) of the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement shares covered by such unvested portion for every full year of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed employment by the Company or a Subsidiaryand its Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (B10) the denominator consecutive years of which shall be (x) if the Participant was employed by service with the Company or a Subsidiary on the first day of the Restriction Periodits Affiliates, the total number of days in the Restriction Periodbut not including pursuant to any termination For Cause or any termination for insufficient performance, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion)Company. D. Notwithstanding anything herein to the contrary, all or part any portion of the Restricted Stock Units covered Award held by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing a Participant or a Participant’s permitted transferee immediately prior to the effective date cessation of the Participant’s retirement. Any portion employment For Cause shall terminate at the commencement of this RSU Award as to which business on the vesting requirements date of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofsuch termination.

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, unvested RSUs shall be forfeited by Sections 2(c)Participant without consideration therefor. Notwithstanding the foregoing, 2(din the event that Participant incurs a Termination of Employment (i) or 3 hereof, if the employment as a result of the Participant termination by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited its Affiliate without “Cause” (as defined in its entirety. (c) Upon (i) the Termination of the Participant’s employment agreement with the Company dated as of December 23, 2015 without Causeregard to the earlier expiration of such agreement (the “Employment Agreement”)) or for “Good Reason” (as defined in the Employment Agreement), subject to Participant having served as an employee of the Company or its Affiliate for at least one year, any unvested RSUs shall immediately vest in full as of the date of Participant’s Termination of Employment and be settled in accordance with Section 3 of this Agreement, or (ii) due to Participant’s death or “Disability” (as defined in the Disability or death Employment Agreement), any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the next vesting date shall vest pro-rata as of the Participant during the Restriction Period and prior to any termination date of the Participant’s employment Termination of Employment, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiary, date of Participant’s Termination of Employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance the Participant’s continued employment with Section 13at least one of the Company, an Affiliate, the Manager or Sharpridge, the Restricted Stock Units under this RSU Award Shares shall vest only and become nonforfeitable as follows: i. with respect to Restricted Shares (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end representing one-third of the Performance PeriodRestricted Shares initially granted hereunder) on the first anniversary of the Date of Grant; ii. with respect to Restricted Shares (representing one-third of the Restricted Shares initially granted hereunder) on the second anniversary of the Date of Grant; and iii. with respect to Restricted Shares (representing one-third of the Restricted Shares initially granted hereunder) on the third anniversary of the Date of Grant. (b) Except as otherwise provided The Restricted Shares shall be forfeited by Sections 2(c), 2(d) or 3 hereof, if the employment Participant without consideration on the date on which the Participant ceases to be employed by at least one of the Participant by Company, an Affiliate, the Company Manager or any Subsidiary terminates prior Sharpridge, to the end extent any such Restricted Shares are not vested on or before the cessation of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch employment. (c) Upon Notwithstanding any other provision of this Agreement to the contrary but subject to Section 9(b) of the Plan, any Restricted Shares not previously forfeited or vested shall become vested (i) on the Termination date of the Participant’s employment without Causedeath, (ii) on the date that the Participant ceases to be employed by at least one of the Company, an Affiliate, the Manager or Sharpridge on account of Disability (as defined below), or (iiiii) on the Disability date that a Change in Control occurs. (d) For purposes of this Agreement, “employment” means service provided by the Participant as an officer, director or death employee of the Participant during Company, an Affiliate, the Restriction Period and prior to any termination of the Manager or Sharpridge. The Participant’s employment with the Company or any SubsidiaryCompany, an Affiliate, the number of Restricted Stock Units, if any, payable under this RSU Award Manager or Sharpridge shall equal the number of Restricted Stock Units that otherwise would not be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) deemed to have ended if the Participant was employed by transfers from the Company employment or a Subsidiary on the first day service of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal one such entity to the period employment or service of time beginning on the first day of another such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest entity without an interruption in accordance with this Section 2(c) shall immediately be forfeitedservice. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Participant’s continued employment by the Company or a Subsidiary until any of its Affiliates through December 31, 2019, (the end of “Specified Date”), the Performance PeriodBanked Units shall vest on the Specified Date. (b) Except as otherwise provided In the event the Participant’s employment terminates by Sections 2(c)reason of (i) Disability, 2(d(ii) death, (iii) Non-Approved Retirement, or 3 hereof, if the employment of the Participant (iv) by the Company or any Subsidiary terminates prior without Cause other than within two years following a Change in Control, then such Participant’s Banked Units determined in accordance with Section 2(g) will remain outstanding and will vest and be delivered to the end Participant, at the same time as delivery would have been made had the Participant not had a cessation of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyemployment. (c) Upon (i) In the Termination event the Participant’s cessation of employment occurs by reason of Approved Retirement, then all of the Participant’s Banked Units shall vest on the Specified Date. (d) If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without CauseCause or by the Participant due to a resignation with Good Reason (as defined in Section 20), or (ii) the Disability or death any of the Participant during the Restriction Period Participant’s then outstanding Banked Units (including any pro-rated Banked Units that remain outstanding pursuant to Section 3(b) above, and any Banked Units that remain outstanding pursuant to Section 3(c) above), and all Target Units for incomplete Measurement Periods, will vest immediately prior to any termination such event. (e) Upon a cessation of the Participant’s employment with the Company or any Subsidiaryof its Affiliates, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units any Banked Unit that otherwise would be paid, if any, following the Restriction Period (based has not become vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such cessation or any Banked Unit that does not specifically remain outstanding pursuant to Section 3(b), 3(c), or 3(d) will then be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (f) The application of Sections 3(b)(iii), 3(b)(iv), 3(c), and 3(d) is in each case conditioned on (i) the Participant’s retirementexecution and delivery to the Company of a general release of claims against the Company and its affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the cessation of the Participant’s employment or such shorter period specified by the Company. Any portion For avoidance of doubt, if this RSU Award release requirement is not timely satisfied, the Units will be forfeited as to which of the vesting requirements effective date of this Section 2 the cessation of the Participant’s employment and the Participant will have been satisfied shall be payable in accordance no further rights with Section 5 hereofrespect thereto.

Vesting. Except The option herein granted shall become exercisable in whole or in part as may otherwise be provided by Section 25follows: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except Exercisable as provided in Section 3 hereof, to 66% of the shares (rounded down to the extent that nearest whole share) on the Performance Goals are satisfied as provided in Schedule A, and second anniversary of the Grant Date; (ii) except as otherwise provided Exercisable in Sections 2(c), 2(dits entirety on and after the third anniversary of the Grant Date; (iii) or 3 hereof, if Exercisable in its entirety (x) upon the death of the Participant remains continuously while the Participant is employed by the Company or a Subsidiary until (y) in the end event of Disability (as defined in the Performance Period. (bPlan) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant while the Participant is employed by the Company; (iv) If the Participant retires from the Company at any time following the second anniversary of this Agreement and at such time satisfies the Normal Retirement Criteria (defined below), the option herein granted shall continue to become exercisable as set forth in clauses (i) through (ii) of this Section 1(a). The Normal Retirement Criteria will be satisfied if the Participant shall (x) retire (and satisfy the Company’s criteria for retirement at such time) from the Company, (y) be at least 55 years of age at the time of such retirement, and (z) have at least ten credited years of service with the Company or any Subsidiary terminates prior to its subsidiaries at the end time of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.such retirement; (cv) Upon (i) If at the Termination time of retirement the Participant satisfies the Normal Retirement Criteria and subsequently dies or becomes Disabled before the Participant’s employment without Causeoption herein granted becomes exercisable in its entirety as set forth in clause (iii) of this Section 1(a), the option herein granted shall become exercisable as set forth in clause (iii) of this Section 1(a); (vi) Notwithstanding anything to the contrary in Section 1(a)(iii), in the event of a Change in Control (as defined in the Plan), unless the successor company, or (ii) the Disability or death a parent of the Participant during successor company in the Restriction Period and prior Change in Control agrees to any termination assume, replace, or substitute the option granted hereunder (as of the consummation of such Change in Control) with an option on substantially identical terms, as determined by the Committee, if the Participant’s employment with the Company or its Affiliates (or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, successor thereto) is terminated within two years following the Restriction Period a Change in Control either (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (Ax) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and its Affiliates (Bor any successor thereto) without Cause (as defined in the denominator of which shall be Plan) or (xy) if by the Participant was employed with Good Reason, the option granted hereunder shall become exercisable in its entirety as of the date of such termination. As used herein, “Good Reason” shall mean the occurrence of any of the following: (i) a material breach by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, its Affiliates (or (yany successor thereto) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest Agreement or any employment agreement to which Participant is a party; (ii) a material reduction in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirementauthority, duties and responsibilities; or (iii) the Company requires the Participant to permanently relocate by more than 50 miles from the existing LSI Cincinnati location as a condition of his employment. Any portion If the Participant does not terminate his employment within 60 days after the first occurrence of this RSU Award as the circumstances giving rise to which Good Reason, then the vesting requirements of this Section 2 Participant will be deemed to have been satisfied shall be payable in accordance waived such right to terminate for Good Reason with Section 5 hereofrespect to such circumstances.

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Sections 2(c), 2(d) or 3 hereofParticipant without consideration therefor. Notwithstanding the foregoing, if the employment Participant incurs a Termination of the Participant Employment (i) as a result of termination by the Company or any Subsidiary terminates prior its Affiliate without Cause, subject to the end Participant having served as an employee of the Restriction Period, this RSU Award shall be immediately forfeited in Company or its entirety. (c) Upon (i) the Termination of the Participant’s employment without CauseAffiliate for at least one year, or (ii) due to Participant’s death or Disability, any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the Disability or death next vesting date shall vest pro-rata as of the Participant during the Restriction Period and prior to any termination date of the Participant’s employment Termination of Employment, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units unvested RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiary, date of Participant’s Termination of Employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance The Units will vest and be paid, if at all, in accordance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, attached hereto and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or made a Subsidiary until the end part of the Performance Periodthis Agreement. (b) Except as otherwise provided by Sections 2(c), 2(dIn the event Employee's employment with the Corporation (or a Subsidiary or Affiliate thereof) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates is terminated prior to the end of the Restriction three year measurement period set forth in Schedule A (the "Measurement Period") due to the Employee's death, Disability (as defined in section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code")), Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a pro-rata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2004 through the month of Early Termination, inclusive. This pro-rata basis will be paid to the Employee at the same time as payments are made to then current employees who have been granted Units under the 2004 Unit Plan, subject to Section 2(f) of this RSU Agreement. (c) In the event Employee's employment with the Corporation (or any Subsidiary or Affiliate thereof) is terminated for Cause, or if the Employee terminates his/her employment with the Corporation (or any Subsidiary or Affiliate thereof), each occurring prior to the payment contemplated by this Agreement, the Award shall be immediately forfeited in its entirety. (cd) Upon If prior to the payment contemplated by this Agreement, the Employee becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Corporation, or if the Employee begins a leave of absence without reinstatement rights, then in each case the Award shall be forfeited in its entirety. (ie) In the Termination event of a Change in Control of the Participant’s employment without Cause, or (ii) Corporation prior to the Disability or death complete distribution of the Participant during Award, the Restriction Period and prior to any termination Award will be paid within 60 days of the Participant’s employment with date of the Company or any SubsidiaryChange in Control. In such event, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which Vesting Date shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirementChange in Control. Any portion The term "Change in Control" is defined for purposes of this RSU Award as to which the vesting requirements of this Agreement in Section 2 have been satisfied shall be payable in accordance with Section 5 hereof6.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)this Section 3, 2(dthe RSUs shall become vested in accordance with the following schedule, if as of each such date Employee has continuously served as an employee of the Company (or any of its direct or indirect wholly-owned Subsidiaries, as applicable) or 3 since the date hereof, if such that, subject to the Participant remains continuously employed by the Company or a Subsidiary until the end other terms and conditions of this Agreement, all of the Performance Period.RSUs shall be vested on [ ]: [ ] 25% [ ] of each of the three years thereafter, up to and including [ ] Additional 25% (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the Employee’s employment of the Participant by with the Company (or any Subsidiary of its direct or indirect wholly-owned Subsidiaries, as applicable) terminates for any reason (including upon the death or disability of Employee prior to the end vesting of all or any portion of the Restriction PeriodRSUs awarded under this Agreement), this RSU Award such unvested portion of the RSUs shall immediately be immediately forfeited cancelled and Employee (and Employee’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in its entiretyand with respect to any such RSUs. (c) Upon In addition to Section 3(a) above, upon a termination by the Company (ior any of its direct or indirect wholly-owned Subsidiaries, as applicable) without Cause (as defined in the Termination Employment Agreement) or by Employee with Good Reason (as defined in the Employment Agreement) of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantEmployee’s employment with the Company (or any Subsidiaryof its direct or indirect wholly-owned Subsidiaries, as applicable) that also constitutes a “separation from service” within the meaning of Code Section 409A within twelve months following a Change in Control of the Company (a “Change in Control Termination”), the RSUs shall vest as follows: (i) if the Change in Control Termination occurs on or before [FIRST ANNIVERSARY OF GRANT DATE], 1/4th of the RSUs shall vest on the date of the Change in Control Termination, (ii) if the Change in Control Termination occurs after [FIRST ANNIVERSARY OF GRANT DATE] and on or before [SECOND ANNIVERSARY OF GRANT DATE], on the date of the Change in Control Termination a number of unvested RSUs (not to exceed the number of Restricted Stock Units, if any, payable under this RSU Award unvested RSUs as of immediately prior to the Change in Control Termination) shall vest that is equal to the product of (x) 1/48th of the RSUs and (y) the number of Restricted Stock Units that otherwise would be paid, if any, following full months passed between [GRANT DATE] and the Restriction Period (based on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days Change in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryControl Termination, and (B) the denominator of which shall be (xiii) if the Participant was employed by the Company or a Subsidiary Change in Control Termination occurs after [THIRD ANNIVERSARY OF GRANT DATE], on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Change in Control Termination all remaining unvested RSUs shall vest (for the avoidance of this RSU Award as to which doubt, the vesting requirements of described in this Section 2 have been satisfied shall be payable 3(c) is in accordance with addition to, and not in lieu of, any vesting described in Section 5 hereof3(a) above).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13the terms and conditions of this Agreement, the Restricted Stock Units PSUs shall be subject to a three-year performance period, consisting of the calendar years 20[18], 20[19] and 20[20] (the “Total Award Performance Period”), which is further subdivided into three annual performance periods, each of which are a single calendar year (each an “Annual Performance Period”). Except as otherwise provided below, following each Annual Performance Period, the number of PSUs earned shall be determined as provided in Appendix A (as determined under this RSU Award Appendix A, the “Earned PSUs”). Except as otherwise provided below, the number of Earned PSUs, if any, shall vest only become vested on the anniversary of the Date of Grant immediately following the last day of the Annual Performance Period with respect to which the Earned PSUs were earned (the “Vesting Date”) if the Participant’s employment or services with the Corporation and its Subsidiaries continues throughout the period beginning on the Date of Grant and ending on the Vesting Date. (b) In the event that Participant’s employment or services with the Corporation and its Subsidiaries is terminated (i) except by the Corporation or a Subsidiary without Cause, (ii) by Participant for Good Reason, (iii) by reason of Participant’s death or (iv) by the Corporation or a Subsidiary on account of Participant’s Disability, in each case at any time between the Date of Grant and the second anniversary of the effective date of the Reorganization (as provided defined in Section 3 hereofthe Participant’s employment agreement with the Corporation, as amended), Participant shall be considered as remaining employed with the Corporation and its Subsidiaries throughout the period beginning on the Date of Grant and ending on the Vesting Date applicable to the extent third Annual Performance Period, for purposes of vesting in any Earned PSUs pursuant to Section 2(a) hereof. (c) If, during the period that begins on the effective date of a Change in Control (as defined below) and ends on the twelve month anniversary of the effective date of the Change in Control, there is a termination of Participant’s employment or services with the Corporation and its Subsidiaries by the Corporation or a Subsidiary without Cause (other than as a result of Participant’s death or Disability) or by Participant for Good Reason (a “Qualifying Termination”), and such Qualifying Termination occurs on or before the Vesting Date of an Annual Performance Goals are satisfied Period, then the sum of the following amounts shall become fully vested upon the effective date of the Qualifying Termination (the total Target PSUs that vest pursuant to this Section 2(c) shall be referred to as provided in Schedule A“Earned Target PSUs”): (i) the Target PSUs attributable to any Annual Performance Period with respect to which the Qualifying Termination occurs prior to the Vesting Date applicable to such Annual Performance Period, and (ii) except for each Annual Performance Period with respect to which the Qualifying Termination occurs on or after the Vesting Date applicable to such Annual Performance Period in which the Earned PSUs for such Annual Performance Period (as otherwise provided in Sections determined under Appendix A) were less than the Target PSUs attributable to such Annual Performance Period (as set forth on Appendix A) each a, “Previously Vested Below Target Annual Performance Period”), an amount equal to the Target PSUs attributable to such Previously Vested Below Target Annual Performance Period (as set forth on Appendix A), less the Earned PSUs for such Previously Vested Below Target Annual Performance Period (as determined under Appendix A). For the avoidance of doubt, if Participant becomes eligible to receive Earned Target PSUs pursuant to this Section 2(c), 2(d) or 3 hereof, if Participant shall not be eligible to earn any Earned PSUs determined as provided in Appendix A with respect to any Annual Performance Period with respect to which the Participant remains continuously employed by Qualifying Termination occurs prior to the Company or a Subsidiary until the end of the Vesting Date applicable to such Annual Performance Period. (bd) Except as otherwise provided by Sections 2(c)For purposes of this Agreement, 2(d) or 3 hereof, if “Change in Control” shall mean the employment occurrence of any of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.following:

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent Provided that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator performance-based vesting conditions set forth on Exhibit A are satisfied on or as of which shall be the number end of days any fiscal quarter prior to the relevant vesting date identified in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, this Section and (B) the denominator Grantee remains in continuous service as an Employee, Officer or Director from the Grant Date to the relevant vesting date, and unless vesting occurs earlier pursuant to subsections (ii) and (iii) below, 25% of which the RSUs (rounded to the nearest whole unit) granted hereunder shall be vest and become nonforfeitable on each of the fifth anniversary and sixth anniversary of the Grant Date and the remaining 50% of the RSUs granted hereunder shall vest and become nonforfeitable on the seventh anniversary of the Grant Date. (xii) if the Participant was employed by the Company or a Subsidiary Notwithstanding subsection (i) above, vesting of any then unvested RSUs shall occur on the first day to occur of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal following dates without regard to the period of time beginning conditions set forth on Exhibit A; provided the first day of Grantee continues to serve as an Employee, Officer or Director from the Grant Date to such continuous employment and ending on date that: (A) the last day of Grantee terminates serving as an Employee, Officer or Director due to Disability; or (B) the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedGrantee terminates serving as an Employee, Officer or Director due to death. (diii) The Committee may, may in its sole discretion, provide that, upon discretion accelerate the retirement vesting of the Participant (as determined by the Committee in its sole discretion), all or part any portion of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing any outstanding unvested RSUs prior to the effective date expiration of the Participant’s retirement. Any portion of this RSU Award as periods provided in subsection (b)(i) above without regard to which the vesting requirements of this Section 2 have been satisfied conditions set forth on Exhibit A. (iv) All vested RSUs shall be payable settled or paid in accordance with Section 5 hereof2(e).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the Participant’s continued employment of the Participant by the Company or any Subsidiary terminates prior of its Affiliates through the Vesting Date (as defined below), 100% of the Option will vest and become exercisable upon the third anniversary of the Grant Date (the “Vesting Date”). Notwithstanding the foregoing, subject to the end Participant’s continued employment by the Company or any of its Affilaites through the Restriction Periodapplicable date or event, this RSU Award the Option shall be immediately forfeited in its entirety.fully vest and become exercisable upon the earliest to occur of: (c) Upon (i) the Termination date of the Participant’s employment without Causedeath; (ii) the date of the Participant’s Disability; (iii) the date of the Participant’s retirement after he or she (i) has both attained age 62 and completed 10 years of service with the Company, FMC and their respective Affiliates; or (ii) attained age 65 (“Retirement”); (iv) a Change in Control, if the Disability Company’s successor or death of the Participant during surviving entity (or its parent) fails to continue or assume the Restriction Period and prior to any termination of Option; (v) the Participant’s employment with Termination of Employment within two years following a Change in Control due to a termination by the Company or any Subsidiary, its applicable Affiliate without Cause or a resignation by the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period Participant with Good Reason (based on the achievement of the Performance Goals as determined under defined in Section 1(b)25), multiplied by a fraction, provided (A) the numerator Participant executes and delivers to the Company a general release of which shall be claims against the number of days Company, FMC and their respective Affiliates in the Restriction Period during which the Participant was continuously employed a form prescribed by the Company or a SubsidiaryCompany, and (B) such release becomes irrevocable within 60 days following the denominator Participant’s Termination of which shall be (x) if the Participant was employed Employment or such shorter period specified by the Company or a Subsidiary on the first day Company. For avoidance of the Restriction Perioddoubt, if this release requirement is not timely satisfied, the total number Option will be forfeited as of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any Termination of Employment and the Participant will have no further rights with respect thereto. (b) Upon the Participant’s Termination of Employment for any reason, any Unvested Option (as defined below) will be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (c) For purposes of this Agreement, (i) “Vested Option” means any portion of this RSU Award as to the Option which the vesting requirements of this Section 2 have been satisfied shall be payable has vested and become exercisable in accordance with Section 5 hereofthe terms of this Agreement (including pursuant to Sections ‎2(a)(i)-‎(v)) and (i) “Unvested Option” means any portion of the Option that is not a Vested Option.

Vesting. Except Subject to the terms of the Plan and this Agreement, the Restricted Shares shall vest as may otherwise be provided by Section 25follows: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award Shares shall vest only [FOR ONE-TIME AWARD MADE TO ALL DIRECTORS IN CONNECTION WITH LISTING: (i) except as provided in Section 3 hereofone-third (1/3) on the first anniversary of [___] (the “Vesting Date”), to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided one-third (1/3) on the second anniversary of the Vesting Date and (iii) one-third (1/3) on the third anniversary of the Vesting Date; provided, in Sections 2(c)each case, 2(d) or 3 hereof, if that the Participant remains continuously employed by has not incurred a Termination of his or her position as a Director prior to the Company applicable Vesting Dates; provided, further, that there shall be no proportionate or partial vesting in the periods prior to the applicable vesting dates] [FOR ANNUAL AWARDS MADE TO ALL INDEPENDENT DIRECTORS: on the first anniversary of [___] (the “Vesting Date”); provided, that the Participant has not incurred a Subsidiary until Termination of his or her position as a Director prior to such date; provided, further, that there shall be no proportionate or partial vesting in the end of periods prior to the Performance PeriodVesting Date]. (b) Except One hundred percent (100%) of any unvested Restricted Shares shall automatically vest upon the occurrence of an Acceleration Event (as otherwise provided by Sections 2(cdefined below). For purposes of this Agreement, 2(d) or 3 hereof, if an “Acceleration Event” shall mean the employment first to occur of any of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon following: (i) a Change of Control (as defined in the Termination of the Participant’s employment without Cause, Plan); or (ii) the Disability Participant incurs a Termination of his or death her position as a Director of the Participant during Company pursuant to a Without Cause Termination (as defined below); provided, that, in the Restriction Period and prior to any termination case of the Participant’s employment with the Company or any SubsidiaryAcceleration Events described in clause (i) above, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period Participant has not incurred a Termination as described in clause (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (Aii) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedabove. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except (a) The Restricted Stock subject to this grant shall become unrestricted and vest as may otherwise be provided by Section 25follows: (ai) Subject Twenty-five percent (25%) of the shares of Restricted Stock shall vest upon the Grant Date, subject to compliance with the forfeiture provisions set forth in Section 131(a) of the Agreement. (ii) The remaining seventy-five percent (75%) of the shares of Restricted Stock shall be subject to performance-based vesting conditions (the “Performance Shares”). Of the seventy-five percent (75%), the Restricted Stock Units under this RSU Award Performance Shares shall be eligible to vest only at the end of each of the following measurement periods: (i) except as provided in Section 3 hereofJanuary 1, to the extent that the Performance Goals are satisfied as provided in Schedule A2018 through December 31, 2018, (ii) January 1, 2018 through December 31, 2019 (“Period 2”), and (iiiii) except as otherwise provided in Sections 2(cJanuary 1, 2018 through December 31, 2020 (“Period 3”), 2(d) or 3 hereof, if based on each of the Participant remains continuously performance measures set forth below. The Executive must be employed by the Company and/or one of its Subsidiaries or a Subsidiary until Affiliates as of December 31 of each applicable measurement period in order for such Performance Shares to vest. The applicable performance targets for the end vesting of the Performance PeriodShares shall be reviewed annually by the Committee and be subject to its complete authority and discretion to determine if such targets have been achieved. The Performance Shares shall only become vested with respect to the following percentages based on the Company’s achievement of the performance conditions set forth in Exhibit A hereto. (iii) For purposes of Exhibit A, “EBITDA” shall be defined by GAAP and determined in the Committee’s sole and complete discretion; provided, that such calculation shall be adjusted to exclude the Company’s costs with respect to its initial public offering, and certain other litigation and other expenses, in each case as determined appropriate by the Compensation Committee, and “TRIR” shall mean total recordable incident rate as defined and calculated consistently with the rules and guidance promulgated by the United States Department of Labor -Occupational Safety and Health Administration. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantExecutive’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason prior to the vesting of all or any Subsidiary, portion of the number of Restricted Stock Units, if any, payable awarded under this RSU Award shall equal Agreement, such unvested portion of the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. cancelled and the Executive (dand the Executive’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Stock. The Committee mayCommittee, in its sole discretion, provide thatmay determine, upon prior to or within ninety (90) days after the retirement date of the Participant (as determined by the Committee in its sole discretion)any such termination, that all or part a portion of any the Executive’s unvested shares of Restricted Stock Units covered by this RSU Award shall not be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofso cancelled and forfeited.

Vesting. Except The term “vest” as may otherwise be provided by Section 25used herein with respect to any share of Restricted Stock means the lapsing of the restrictions described herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest as follows: (a) Subject to compliance with Section 13, Twelve and a half percent (12.5%) of the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining fiscal quarter of the Company (each, a “Fiscal Quarter”) in which the grant is made and on each subsequent Fiscal Quarter-end of the Company, provided that, through each such vesting date, (i) the Grantee has remained in continuous Employment either (x) as interim Chief Executive Officer pursuant to the offer letter agreement between the Grantee, Michaels Stores, Inc. and the Company, made and entered into as of February 28, 2019 (the “Offer Letter”), or (y) through his service as a member of the Company’s board of directors (the “Board”) (each of clauses (x) and (y), “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. (b) In the event (i) the Grantee’s Employment as interim Chief Executive Officer pursuant to the Offer Letter is terminated by the Company without Cause prior to the appointment of a new Chief Executive Officer of the Company, (ii) the Grantee’s service on the Board is terminated without Cause, or (iii) the Grantee is not re-elected to the Board and circumstances constituting Cause do not exist (each of clauses (i), (ii), and (iii), a “Qualifying Termination”): (x) if such Qualifying Termination occurs before [current quarter end date], a pro-rata portion of this RSU Award that does not the initial twelve and a half percent (12.5%) of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will vest in accordance with this full on the date of the Grantee’s Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after [current quarter end date], any unvested shares of Restricted Stock that are outstanding as of immediately prior to the (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before [current quarter end date], a pro-rata portion of the initial twelve and a half percent (12.5%) of the Restricted Stock (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 2(c3(a) shall and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after [current quarter end date], any unvested shares of Restricted Stock that are outstanding as of immediately be forfeitedprior to the Non-Qualifying Termination, will vest according to the original vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, in the event the Grantee breaches any of the restrictive covenants set forth in Section 11 below, the Grantee will immediately forfeit the unvested portion of the Restricted Stock award that the Grantee then holds. (d) The Committee may, in its sole discretion, provide that, upon In the retirement of the Participant event (as determined by the Committee in its sole discretion), all or part of i) the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction (or any portion thereof) is outstanding as of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing immediately prior to a Change of Control and the effective date Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Participant’s retirement. Any Restricted Stock (or any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable thereof) in accordance with Section 5 hereof7(a)(i) of the Plan (the “Rollover Award”) and (ii) the Grantee’s Employment is terminated by the Company (or its successor) without Cause within the twelve (12) months following the Change of Control, the Rollover Award to the extent still outstanding will vest in full on the date of the Grantee’s termination of Employment.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to Shares will become vested on the extent that later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule A, accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (iic) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Subject to the end terms of the Performance PeriodPlan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) Except In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as otherwise provided by Sections 2(c)set forth in the Plan. The payout of vested Shares may be reduced, 2(d) or 3 hereofbut not increased, if based on the employment degree of the Participant attainment of such performance criteria as determined by the Company or any Subsidiary terminates prior Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the end of the Restriction Periodimmediately preceding sentence, this RSU Award then such unvested Shares shall be immediately forfeited in its entiretyforfeited. (c) Upon The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed the following: (i) for each Participant (other than the Termination Chief Executive Officer of the Participant’s employment without CauseCompany), or one-half of one percent (ii0.5%) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with total operating income for the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Performance Period (based on the achievement of the Performance Goals as determined under Section 1(b)calendar years 2013, 2014 and 2015), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan. (ii) if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2013, 2014 and 2015), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action determined by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofthe Plan.

Vesting. Except as may otherwise (a) The Stock Units shall become vested according to the following schedule or on the next business day if such date is not a business day (each, a “Vesting Date”), provided that the Participant continues to be provided by Section 25employed by, or provide service to, the Employer from the Date of Grant until the applicable Vesting Date listed below: (ab) Subject to compliance with Section 13The vesting of the Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the Restricted number of Stock Units under this RSU Award that vest shall vest only (i) except as provided in Section 3 hereof, be rounded down to the extent nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the Performance Goals are satisfied as provided resulting whole Stock Units will be included in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by number of Stock Units that become vested on the Company or a Subsidiary until the end of the Performance Periodlast Vesting Date. (bc) Except as otherwise provided in a written employment agreement or severance agreement entered into by Sections 2(c)and between the Participant and the Employer, 2(d) or 3 hereof, if in the employment event of a Change of Control before all of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c3(a) above, the provisions of the Plan applicable to a Change of Control shall immediately apply to the Stock Units. In the event of a Change of Control, whether or not the Company is the surviving corporation or survives only as a subsidiary of another corporation, the Committee may take such actions with respect to the vesting of the Stock Units as it deems appropriate pursuant to Section 13 of the Plan, including (i) requiring the that the Stock Units be forfeited. assumed by, or replaced with an award that has comparable terms by, the surviving corporation (dor a parent or subsidiary of the surviving corporation), (ii) The Committee mayif the Stock Units are assumed by, or replaced with an award that has comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), providing for accelerated vesting in connection with the Participant’s termination of employment upon or following the Change of Control, (iii) providing for full vesting acceleration in connection with the Change of Control or (iv) providing for payment in settlement of the outstanding Stock Units, in its sole discretion, provide that, upon the retirement of the Participant (such amount and form as may be determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCommittee.

Vesting. Except a. This Option shall continue in force, and shall be exercisable only, through the 10th anniversary of the Grant Date (the “Expiration Date”), unless sooner terminated as may otherwise be provided by Section 25: (a) herein. Subject to compliance with Section 13paragraph 2.b., below, the Restricted Stock Units under this RSU Award Option shall vest only not be exercisable until the first anniversary of the Grant Date and shall become exercisable on such first anniversary and each anniversary thereafter (ieach such date, a “Vesting Date”) except as provided in Section 3 hereof, to the extent that set forth in the Performance Goals are satisfied following schedule: Vesting Date Exercisable 1st Anniversary of Grant Date 25 % 2nd Anniversary of Grant Date 50 % 3rd Anniversary of Grant Date 75 % 4th Anniversary of Grant Date 100 % Once and to the extent vested, the Option shall remain exercisable until terminated in accordance with the terms of this Agreement. Except as provided in Schedule Aherein below, the Option may not be exercised unless the Optionee is then an employee (including directors and (ii) except as otherwise provided in Sections 2(cofficers who are employees), 2(d) director, consultant, advisor, agent or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end independent representative of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end subsidiary of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, combination thereof and unless the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days Optionee has remained in the Restriction Period during which continuous employ or service thereof from the Participant was continuously employed by Grant Date. b. Notwithstanding any other provision herein to the contrary: i. This Option shall not vest (nor shall any portion of it vest) after the Optionee ceases to be an employee or provider of board or other services to the Company or a Subsidiaryany subsidiary of the Company (the date on which Optionee ceases to be an employee or provider of services, the “Separation Date”); ii. On the Separation Date, that portion of the Option, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day shares subject to that portion of the Restriction PeriodOption, the total number of days in the Restriction Periodwhich have not then vested (or, or (y) in all other cases, the total number of days within the Restriction Period equal pursuant to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion terms of this RSU Award that does Agreement, are considered not vest in accordance with this Section 2(cto be then vested) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon and without requirement or further action on the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall Company, the Optionee or any other person be payable under this RSU Award, subject forfeited and returned to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany for no additional consideration.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance the Participant’s continued Services with Section 13the Company on the applicable vesting date, the Restricted Stock Units under this RSU Award Option shall vest only and become exercisable with respect to one hundred percent (i100%) except as provided in Section 3 hereof, of the Shares subject to the extent that Option on the Performance Goals are satisfied as provided in Schedule Athird anniversary of the Date of Grant; provided, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereofthat, if the Participant remains continuously employed Participant’s Services with the Company are terminated by the Company or a Subsidiary until without Cause, then the end Option shall instead vest in equal installments on each of the Performance Periodfirst three anniversaries of the Date of Grant, subject to the Participant’s continued Services with the Company on each such date, and that portion of the Option that would have vested prior to the date of such termination pursuant to this annual vesting schedule shall automatically vest upon the occurrence of such termination. Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional Shares aggregate whole Shares At any time, the portion of the Option which has become vested and exercisable as described above is hereinafter referred to as the “Vested Portion”. (b) Except as otherwise provided by Sections 2(c), 2(dSubject to the proviso in the first sentence of Section 2(a) or 3 hereofabove, if the employment of Participant’s Services with the Participant Company are terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company or any Subsidiary terminates prior to without consideration and the end Vested Portion of the Restriction Period, this RSU Award Option shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to remain exercisable for the period set forth in Section 3(a) (Exercise of time beginning on the first day Option — Period of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedExercise). (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to the Participant’s continued compliance with the provisions of Section 138 of the Employment Agreement, the Restricted Stock Units under this RSU Award shall granted hereunder will vest only (i) except as provided in Section 3 hereof, and become nonforfeitable with respect to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end 100% of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if Award on the employment earliest to occur of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon following dates (i) the Termination third anniversary of the Participant’s Award Date, provided that the Participant remains in continuous employment without Causewith the Company or one of its Affiliates through such date, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of if the Participant’s employment with the Company or any Subsidiary, and its Affiliates terminates before the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement third anniversary of the Performance Goals as determined under Section 1(b))Award Date due to death, multiplied by Disability, a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed termination by the Company for any reason other than for Cause, or a Subsidiarytermination by the Participant for Good Reason, the first business day following the Release Deadline as provided in Section 4(a), Section 4(b), Section 4(c), or Section 5(b) of the Employment Agreement, as applicable; provided that the Participant has timely executed a Release and the period during which such Release may be revoked has expired prior to the Release Deadline, and (Biii) in the denominator event of which shall be a Change in Control (xas defined in the Employment Agreement) if that occurs prior to the Participant was employed by the Company or a Subsidiary on the first day third anniversary of the Restriction PeriodAward Date, the total number date provided in Section 5(a)(ii) of days in the Restriction PeriodEmployment Agreement, or (y) in all other cases, the total number of days within the Restriction Period equal subject to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Periodconditions therein. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of date on which the Restricted Stock Units covered by become vested and non-forfeitable pursuant to this RSU Award shall be payable under this RSU AwardSection 2(a) is hereinafter referred to as the “Vesting Date.” For purposes of clarity, subject to if the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing Participant terminates his employment without Good Reason prior to the effective date of Vesting Date or the Company terminates the Participant’s retirement. Any portion of this RSU Award as to which employment for Cause, the vesting requirements of this Section 2 have been satisfied Restricted Stock Units shall be payable in accordance forfeited immediately upon the Date of Termination and the Participant shall have no further rights with Section 5 hereofrespect to such Restricted Stock Units.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13subsections 3(b) and 3(c), as of each of the following Vesting Dates, Restricted Stock Units under this RSU Award shall vest only (i) except become Vested Restricted Stock in such amounts and as of such Vesting Dates as are set forth below, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains is continuously employed by the Company or a Subsidiary until from the end Date of Grant through the Performance PeriodVesting Date: (i) Twenty percent (20%) as of January 1, 20__; (ii) Twenty percent (20%) as of January 1, 20__; (iii) Twenty percent (20%) as of January 1, 20__; (iv) Twenty percent (20%) as of January 1, 20__; and (v) Twenty percent (20%) as of January 1, 20__. (b) Except In the event that Participant’s employment is terminated as otherwise provided by Sections 2(c), 2(d) a result of death or 3 hereof, if the employment of the Participant Disability or is terminated by the Company without Cause, Participant shall vest in any portion of the Restricted Stock that remains unvested as of the day before the termination of employment. In the event the Company is merged into or consolidated with another Company under circumstances where the Company is not the surviving company, or if the Company is liquidated, or sells or otherwise disposes of substantially all of its assets to another company, then Participant shall vest in any Subsidiary terminates prior portion of the Restricted Stock that remains unvested as of the effective date of any such merger, consolidation, liquidation or sale, unless provisions are made in connection with such transaction for the continuance of the Plan and/or the assumption or substitution of this Restricted Stock Award, with appropriate adjustments as to the end number and kind of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyshares. (c) Upon In the event that Participant (i) the Termination of the Participant’s employment without Cause, or Retires and (ii) meets the Disability or death Retirement Vesting Criteria , Participant shall vest in any portion of the Participant Restricted Stock that remains unvested as of the Retirement Date on the expiration of the Revocation Period. [*** Note: delete retirement language from award agreements where the employee will not achieve the retirement age during the Restriction Period and prior to any termination term of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.award agreement ***] (d) The Committee mayIn the event Participant incurs a termination of employment other than as described in subsection 3(b) or in subsection 3(c) above, all Unvested Restricted Stock shall immediately and without any notice or other action required by any person be forfeited and cancelled, and Participant shall have no rights or interests with respect to such Unvested Restricted Stock. (e) Except as is provided in its sole discretion, provide that, upon the retirement Section 9 of the Participant (as determined by the Committee in its sole discretion)Plan, all or part any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofVested Restricted Stock.

Vesting. Except as may otherwise be provided by Section 25: percent (a__%) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this RSU Award Agreement and on each of the next _______ (_) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”). (i) Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3(c) is not satisfied shall be payable under this RSU Awardforfeited, subject to the satisfaction special provisions set forth in subsections (ii) through (iv) of this Section 3(a). (ii) If the Participant’s employment terminates due to death or Permanent Disability, or in the event of a Change in Control where the holders of the Performance Goals as provided Company’s Common Stock receive cash consideration for their Common Stock in Schedule A. Any such action consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. (iii) If-on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), the Participant terminates employment for Good Reason, or is terminated by the Committee must be made in writing prior to Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the effective date event of the Participant’s retirementresignation or termination of employment (other than for Cause) (a “Retirement”), unless the Board determines otherwise, Restricted Stock Units not previously vested shall immediately become vested and transferred to such Participant. Any portion To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of this RSU Award as nonqualified deferred compensation, subject to which the vesting requirements of this Code Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.409A.

Vesting. Except as may otherwise be provided by Section 25: A. The Participant shall have a nonforfeitable right to a portion of this Award (a) Subject to compliance with Section 13such portion, the Restricted Stock Units under vested portion) only upon the dates described in this RSU Section 2, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall vest only (i) except as provided in Section 3 hereof, to become vested on the extent that vesting date unless the Performance Goals are satisfied as provided in Schedule AParticipant is then, and (ii) since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if this Agreement and the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance PeriodPlan. B. This Award will become vested in the following installments (b) the “Vesting Period”): C. Except as otherwise provided by Sections 2(c)in the Plan, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of this Award that is not then vested will promptly terminate, except as follows: (1) any portion of this Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the Participant’s death or Disability; and (2) any Subsidiaryportion of this Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested for fifty percent (50%) of the number of Restricted Stock Units, if any, payable under this RSU Award shall equal shares covered by such unvested portion and for an additional ten percent (10%) of the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement shares covered by such unvested portion for every full year of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed employment by the Company or a Subsidiaryand its Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion of this Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (B10) the denominator full years of which shall be (x) if the Participant was employed by service with the Company or a Subsidiary on the first day of the Restriction Periodits Affiliates, the total number of days in the Restriction Periodbut not including any termination For Cause or any termination for insufficient performance, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in Company and its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject Affiliates. D. Notwithstanding anything herein to the satisfaction contrary, any portion of the Performance Goals as provided in Schedule A. Any such action this Award held by the Committee must be made in writing a Participant or a Participant’s permitted transferee immediately prior to the effective date cessation of the Participant’s retirement. Any portion employment For Cause shall terminate at the commencement of this RSU Award as to which business on the vesting requirements date of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofsuch termination.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Participant’s continued employment by the Company or a Subsidiary any of its Affiliates through February 27, 2018 (the “Specified Date”), the Units shall become vested based upon the Company’s “Total Shareholder Return” (as defined below) relative to the Total Shareholder Return of the “Peer Companies” (as defined below) from January 1, 2015 until December 31, 2017 (the “Measurement Period”) in accordance with the following table (the “Relative Total Shareholder Return”): Threshold Below the 35th Percentile 0% Target 50th Percentile 100% Maximum 80th Percentile or higher 200% If the Company’s Relative Total Shareholder Return over the Measurement Period is between the levels set forth above, then the percentage of the Units that will become vested and payable will be ratably interpolated. If the Relative Total Shareholder Return at the end of the Performance PeriodMeasurement Period is below the 35th percentile, then all Units shall be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (b) Except as otherwise provided In the event the Participant’s employment is terminated by Sections 2(c)reason of (i) Disability, 2(d(ii) death, or 3 hereof, if the employment of the Participant (iii) by the Company or any Subsidiary terminates prior without Cause other than within two years following a Change in Control, then the Units, will be prorated based on the number of days the Participant was employed by the Company during the Measurement Period, and such prorated Units will remain outstanding and will vest and be delivered to the end Participant, at the same time as delivery would have been made had the Participant not had a termination of employment based on the attainment of the Restriction applicable Relative Total Shareholder Return for the full Measurement Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without Cause or by the Participant due to a resignation with Good Reason (i) the Termination as defined in Section 18), any of the Participant’s employment without Cause, or then outstanding Units (iiincluding any pro-rated Units that remain outstanding pursuant to Section 2(b) the Disability or death of the Participant during the Restriction Period and above) will vest immediately prior to any termination such event as if the Target vesting level was attained. (d) Upon a cessation of the Participant’s employment with the Company or any Subsidiaryof its Affiliates, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units any Unit that otherwise would be paid, if any, following the Restriction Period (based has not become vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such cessation or any Unit that does not specifically remain outstanding pursuant to Section 2(b) or 2(c) will then be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. The foregoing sentence shall apply notwithstanding anything to the contrary in the terms of the Letter Agreement between the Company and Participant dated October 23, 2009, as amended, concerning the impact on long-term incentive awards of the cessation of Mr. Brondeau’s service after both (i) December 31, 2015 and (ii) the Board of Director’s approval of a “definitive succession plan”. (e) The application of Sections 2(b)(iii) and 2(c) is in each case conditioned on (i) the Participant’s retirementexecution and delivery to the Company of a general release of claims against the Company and its affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the cessation of the Participant’s employment or such shorter period specified by the Company. Any portion For avoidance of doubt, if this RSU Award release requirement is not timely satisfied, the Units will be forfeited as to which of the vesting requirements effective date of this Section 2 the cessation of the Participant’s employment and the Participant will have been satisfied shall be payable in accordance no further rights with Section 5 hereofrespect thereto.

Vesting. Except Subject to the terms of the Plan and this Agreement, the RSUs shall vest as may otherwise be provided by Section 25follows: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) one-third of the RSUs ( _______ units) shall vest on the first anniversary of the Grant Date, (ii) one-third of the RSUs ( ______ units) shall vest on the second anniversary of the Grant Date, and (iii) one-third of the RSUs ( _______ units) shall vest on the third anniversary of the Grant Date (each such anniversary, a “Vesting Date”); provided, in each case, that the Participant has not incurred a termination of employment prior to such date, except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d2(b) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period2(c) below. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the employment event of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any a termination of the Participant’s employment with as a result of the Company Participant’s death or any SubsidiaryDisability (as defined in the Employment Agreement), a pro rata portion of the Participant’s unvested RSUs shall automatically vest, determined by multiplying the total number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied RSUs awarded hereunder by a fraction, (A) the numerator of which shall be is the number of days in whole months elapsed from the Restriction Period during which Grant Date until the Participant was continuously employed by the Company or a Subsidiarydate of such termination, and (B) the denominator of which shall be is 36 (x) if the Participant was employed reduced by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in RSUs that had vested prior to such termination date), and the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day remainder of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) RSUs shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon In the retirement event of a termination of the Participant (as determined Participant’s employment by the Committee Company without Cause or by the Participant for Good Reason (each as defined in its sole discretionthe Employment Agreement), all or part unvested RSUs granted hereunder shall automatically vest as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion termination of this RSU Award as to which employment, provided, however, that the vesting requirements Participant has timely executed, and not revoked, a fully effective release of this Section 2 have been satisfied shall be payable claims in accordance with the terms of the Employment Agreement. (d) Except as provided in Section 5 hereof2(b) or 2(c), there shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Dates and all vesting shall occur only on the appropriate Vesting Date.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)this Section 3, 2(d) or 3 the RSUs shall become vested in accordance with the following schedule, if as of each such date Director has continuously served as a director on the Board and/or on the board of directors of the Subsidiaries since the date hereof, if such that, subject to the Participant remains continuously employed by the Company or a Subsidiary until the end other terms and conditions of this Agreement, all of the Performance Period.RSUs shall be vested on [March , 2015]: [March , 2013] [1/3 RSU’s] [March , 2014] [1/3 RSU’s] [March , 2015] [1/3 RSU’s] (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the employment of the Participant by Director’s directorship with the Company and/or its Subsidiaries terminates for any reason (including upon the death or any Subsidiary terminates disability of Director prior to the end vesting of all or any portion of the Restriction PeriodRSUs awarded under this Agreement), this RSU Award such unvested portion of the RSUs shall immediately be immediately forfeited cancelled and Director (and Director’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in its entiretyand with respect to any such RSUs. (c) Upon In addition to Sections 3(a)-(b) above, upon a termination of Director’s directorship with the Company that also constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-3(i)(5) within twelve months following a “Change in Control,” as defined below, of the Company (the “Change in Control Termination”), the RSUs shall vest as follows: (A) if the Change in Control Termination occurs on or before [March , 2013], [one-third] RSUs shall vest on the date of the Change in Control Termination; (B) if the Change in Control Termination occurs on any date from [March , 2013] up to and including [March , 2014], an additional one-third shall vest; and (c) if the Change in Control Termination occurs on any date from [March , 2014] up to and including [March , 2015], the remaining one-third RSUs shall vest. For purposes of this Agreement, (x) the term “Change in Control” means (i) the Termination consummation of any transaction or series of transactions resulting in a third party (or group of affiliated third parties) owning, directly or indirectly, securities of the ParticipantCompany possessing the voting power to elect a majority of the members of the Board (whether by merger, consolidation or sale or transfer of the Company’s employment without Cause, securities) or (ii) the Disability sale, transfer or death other disposition of all or substantially all of the Participant during the Restriction Period business and prior to any termination assets of the Participant’s employment with Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) to a third party (or group of affiliated third parties). Upon the Company or any Subsidiary, occurrence of a Change in Control Termination in the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, time period described in either clause (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) of the denominator first sentence of which this Section 3(c), the Board shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee maypermitted, in its sole discretion, provide thatto cause the Company to pay to Director in substitution for the vesting of Director’s RSUs and the delivery of Common Stock to Director under such circumstances and in respect of each share of Common Stock that would otherwise be issuable upon such vesting, upon the retirement cash in an amount per share of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Common Stock Units covered by this RSU Award shall be payable under this RSU Award, subject equal to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be price per share payable in accordance with Section 5 hereofthe Change in Control in respect of each issued and outstanding share of Common Stock.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to Shares will become vested on the extent that later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule A, accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (iic) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Subject to the end terms of the Performance PeriodPlan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) Except In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as otherwise provided by Sections 2(c)set forth in the Plan. The payout of vested Shares may be reduced, 2(d) or 3 hereofbut not increased, if based on the employment degree of the Participant attainment of such performance criteria as determined by the Company or any Subsidiary terminates prior Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the end of the Restriction Periodimmediately preceding sentence, this RSU Award then such unvested Shares shall be immediately forfeited in its entiretyforfeited. (c) Upon The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed: (i) for each Participant (other than the Termination Chief Executive Officer of the Participant’s employment without CauseCompany), or one-half of one percent (ii0.5%) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with total operating income for the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Performance Period (based on the achievement of the Performance Goals as determined under Section 1(b)calendar years 2014, 2015 and 2016), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan. (ii) if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2014, 2015 and 2016), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action determined by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofthe Plan.

Vesting. Except as may otherwise (i) The Restricted Stock shall become vested and cease to be Restricted Stock, and accordingly, the restrictions contained in Sections 2, 3(a) and 3(b) shall no longer apply (but the Shares shall remain subject to Section 5) pursuant to the following schedule, which shall be cumulative; provided by Section 25that the Participant has not had a Termination at any time prior to the applicable vesting date: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date; provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodthat no Termination has occurred prior to such date. (biii) Except as otherwise provided by Sections 2(c), 2(d) In the event of a Change in Control or 3 hereof, if in the employment event that the Participant ceases to be a member of the Participant by the Company or Board for any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be reasons: (x) if the Participant was employed by the Company or runs for re-election as a Subsidiary on the first day director at an Annual Meeting of the Restriction Period, the total number of days in the Restriction Period, Company’s stockholders and is not re-elected or (y) in all other cases, the total number of days within the Restriction Period equal Participant is willing to the period of time beginning on the first day of such continuous employment and ending on the last day stand for re-election at an Annual Meeting of the Restriction Period. The remaining portion of this RSU Award that does Company’s stockholders and is not vest in accordance with this Section 2(c) nominated by the Board to run for re-election, then all unvested Shares shall immediately be forfeitedvest upon the happening of any such events. (div) The Committee mayWhen any Shares of Restricted Stock become vested, the Company shall promptly issue and deliver, unless the Company is using a book entry or similar method pursuant to Section 8, in its sole discretion, provide that, which case the Company shall upon the retirement Participant’s request promptly issue and deliver, to the Participant a new stock certificate registered in the name of the Participant for such Shares without the legend set forth in Section 4(a) hereof and deliver to the Participant such Shares and any related other RS Property (as determined all of which is included in the term Restricted Stock), in each case free of all liens, claims and other encumbrances (other than those created by the Committee in its sole discretionParticipant), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofapplicable withholding taxes.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance The Award will vest, if at all, in accordance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, attached hereto and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or made a Subsidiary until the end part of the Performance Periodthis Agreement. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the event Recipient's employment with one of the Participant by the Company or any Subsidiary terminates Corporation's Subsidiaries is terminated prior to the end of the Restriction three year measurement period set forth in Schedule A (the "Measurement Period") due to the Recipient's death, Disability (as defined in section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, (the "Code")), Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a pro-rata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2003 through the month of Early Termination, inclusive. The pro-rata basis will be paid to the Recipient at the same time as Cash Awards and Stock Distributions are made to then current employees who have Awards under the Plan, subject to Section 2(f) of this RSU Agreement. (c) In the event Recipient's employment with one of the Corporation's Subsidiaries is terminated for Cause, or if the Recipient terminates his/her employment with such Subsidiary, each occurring prior to April 20, 2006, the Award shall will be immediately forfeited in its entirety. (cd) Upon (i) If prior to April 20, 2006, the Termination Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Participant’s employment without CauseCorporation, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by Recipient begins a leave of absence without reinstatement rights, then in each case the Company or a Subsidiary on the first day of the Restriction Period, the total number of days Award will be forfeited in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedits entirety. (de) The Committee may[Intentionally omitted] (f) Notwithstanding the provisions of Section 2(b), in its sole discretion, provide that, upon if the retirement Employee is a person subject to section 409A(a)(2)(B)(i) of the Participant (as determined by the Committee in its sole discretion)Code, all any payment on account of Retirement or part termination not for Cause of the Restricted Stock Units covered by this RSU Award shall Employee will be payable under this RSU Award, subject to delayed until the satisfaction sixth month anniversary of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as separation from employment due to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofRetirement or termination not for Cause.

Vesting. Except The Parties hereby agree that as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award shall vest only earlier of (i) except termination of the Consulting Agreement (as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, defined below) and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment term of the Participant by Consulting Agreement, contingent upon and subject to the effectiveness of this Agreement, Employee shall receive accelerated vesting with respect to that number of shares of Company Common Stock underlying the Stock Agreements that Employee would have vested in during the twelve (12) month period following the termination of the Consulting Agreement or any Subsidiary terminates prior to the end of the Restriction Periodterm of the Consulting Agreement, this RSU Award shall be immediately forfeited in its entirety. whichever occurs first, had Employee continued to vest during such period (c) Upon the “Accelerated Shares”). For the avoidance of doubt, the Parties acknowledge and agree that (i) Employee shall be deemed to be a “Service Provider” (as such term is defined in the Termination Plan) during the term of the Participant’s employment without CauseConsulting Agreement, or (ii) that Employee’s status as a “Service Provider” shall be continuous and uninterrupted during the Disability or death period of his employment and through, and to the conclusion, of the Participant term, or earlier termination pursuant to Section 6 thereof, of the Consulting Agreement such that there shall be no change in Employee’s status as a “Service Provider” throughout this period, (iii) that Employee shall continue to vest in shares subject to the Stock Agreements during the Restriction Period and prior to any termination term of the Participant’s employment with Consulting Agreement if and to the Company or any Subsidiary, extent permitted under the terms of the Stock Agreements and (iv) the calculation of the number of Restricted Stock Units, if any, payable under this RSU Award Accelerated Shares shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement upon and performed as of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during date on which the Participant was continuously employed by Consulting Agreement is terminated or the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day end of the Restriction Periodterm of the Consulting Agreement, whichever occurs first, pursuant to the provisions thereof. For further avoidance of doubt and to facilitate the calculation of the Accelerated Shares, the total number of days in Parties acknowledge and agree that the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award Stock Agreements provide that does not vest in accordance with this Section 2(c) Employee shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardvest, subject to the satisfaction terms thereof, in the following number of shares of the Performance Goals as provided Company’s Common Stock on the following dates: (a) under the 2006 RSPA, Employee shall vest in Schedule A. Any such action by an additional 43,750 shares of Company Common Stock on August 31, 2008 and an additional 87,500 shares of Company Common Stock on August 31, 2009 and (b) under the Committee must be made 2007 RSPA, Employee shall vest in writing prior to the effective date an additional 93,334 shares of the Participant’s retirement. Any portion Company Common Stock on June 11, 2008, an additional 93,333 shares of this RSU Award as to which the vesting requirements Company Common Stock on June 11, 2009 and an additional 93,333 shares of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany Common Stock on June 11, 2010.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject The PSUs are subject to compliance with Section 13forfeiture until they vest. Except as otherwise provided herein, the Restricted Stock Units under this RSU Award shall PSUs will vest only (i) except as provided in Section 3 hereof, to and become nonforfeitable on the extent that date the Committee certifies the achievement of the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(caccordance with paragraph 3(b), 2(d) or 3 hereof, if subject to the Participant remains continuously employed achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PSUs that vest and become payable under this Agreement shall be determined by the Company or a Subsidiary until Committee based on the end level of achievement of the Performance Period.Goals set forth in Exhibit A. (b) Except as otherwise expressly provided by Sections 2(c), 2(d) or 3 hereofin this Agreement, if the employment Grantee’s Termination of the Participant by the Company or Service occurs for any Subsidiary terminates reason prior to the end of the Restriction Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) Agreement. Notwithstanding the foregoing, if the Grantee’s Termination of Service occurs as a result of the ParticipantGrantee’s employment without Causedeath, disability, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryRelated Corporation without Cause prior to the end of the Performance Period, the Grantee will vest on such date in a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that the Grantee was employed during the Performance Period and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, equals the total number of days in the Restriction Performance Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide thatSubject to Subsection 13(d) and Section 14 of the Plan, upon the retirement occurrence of a Change in Control during the Performance Period, the Performance Period shall end and the Grantee shall be deemed to have earned an award equal to a pro-rata portion of the Participant (as determined by Grantee’s target award opportunity for the Committee in its sole discretion), all or part of Performance Period based on the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction portion of the Performance Goals Period which has been completed as provided in Schedule A. Any such action by of the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable Change in accordance with Section 5 hereofControl.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock The Partnership Units under this RSU Award shall vest only become vested as follows: (i) except as provided in Section 3 hereofforty percent (40%) of the Partnership Units shall become vested on February 23, to the extent that the Performance Goals are satisfied as provided in Schedule A, and 2024; (ii) except as otherwise twenty percent (20%) of the Partnership Units shall become vested on February 23, 2025; (iii) twenty percent (20%) of the Partnership Units shall become vested on February 23, 2026; and (iv) twenty percent (20%) of the Partnership Units shall become vested on February 23, 2027 (each such date, a “Vesting Date”); provided in Sections 2(c), 2(d) or 3 hereof, if that the Participant remains continuously employed by in continuous employment with the Company Employer through, and has not given or received a Subsidiary until the end notice of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of such employment as of, the applicable Vesting Date. For the avoidance of doubt, the Participant’s employment with the Company or any Subsidiary, Employer shall be deemed to have terminated upon (i) the number of Restricted Stock Units, if any, payable under this RSU Award shall equal date the number of Restricted Stock Units that otherwise would be paid, if any, following Participant provides the Restriction Period (based on the achievement Employer with notice of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, Participant’s intent to terminate the Participant’s employment with the Employer or (Aii) the numerator date the Employer provides the Participant with notice of which shall be its intent to terminate the number of days Participant’s employment with the Employer. (b) If the Participant’s employment with the Employer is terminated by the Employer for Cause or by the Participant without Good Reason (each as defined in Section 8 hereof) or, in the Restriction Period during which the Participant was continuously employed case of a termination covered by the Company or a SubsidiarySection 2(c) hereof, and (B) the denominator of which shall be (x) if the Participant was employed engages in Detrimental Activities (as defined in Section 8 hereof), then any unvested Partnership Units shall be forfeited without the payment of any consideration with respect thereto. (c) If the Participant’s employment with the Employer is terminated (i) by the Company or a Subsidiary on Employer without Cause, (ii) by the first day of the Restriction Period, the total number of days in the Restriction Period, Participant for Good Reason or (yiii) in all other cases, the total number of days within the Restriction Period equal due to the period of time beginning on Participant’s Disability (as defined in Section 8 hereof), then any unvested Partnership Units shall continue to vest under the first day of such continuous employment and ending on schedule set forth in Section 2(a) hereof; provided that the last day of the Restriction Period. The remaining portion of this RSU Award that Participant does not vest engage in accordance with this Section 2(c) shall immediately be forfeitedDetrimental Activities through the applicable Vesting Date. (d) The Committee mayIf the Participant’s employment with the Employer is terminated due to the Participant’s death, then any unvested Partnership Units shall immediately vest. (e) If a Change in its sole discretion, provide that, upon the retirement of the Participant Control (as determined defined in Section 8 hereof) occurs and the Participant’s employment with the Employer is terminated by the Committee in its sole discretion), all Employer without Cause or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to Participant for Good Reason on or within twelve (12) months after the effective date of the ParticipantChange in Control, then any unvested Partnership Units shall immediately vest. (f) The Partnership Units are Qualifying Equity covered under the Company’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofRetirement Policy.

Vesting. Except as may otherwise The Phantom Shares shall be provided by subject to the terms and conditions set forth in this Section 25:2. (a) Subject to compliance with Section 13Except as otherwise provided herein, 100% of the Restricted Stock Units under this RSU Award Phantom Shares shall vest only on __________ ___, 202_, (the “Vesting Date”) provided that the Grantee has not had a Termination of Service prior to such date. (b) The following terms shall apply in the event of Termination of Service: (i) except Subject to Section 2(b)(iv), in the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service by the Company without Cause (as provided defined in the Employment Agreement) or a Termination of Service by the Grantee for Good Reason (as defined in the Employment Agreement), then, subject to Section 3 hereof5(k) of the Employment Agreement relating to execution of a release, to the extent that the Performance Goals are satisfied Phantom Shares otherwise would have vested during the 12 month period following the Grantee’s Termination of Service, 1 To be included for CEO and Co-CIOs only. such Phantom Shares shall vest as provided of the date of the Grantee’s Termination of Service. Notwithstanding the foregoing, in Schedule Athe event that in connection with the Grantee’s Termination of Service with the Company, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or is managed by an external manager pursuant to a Subsidiary until management and advisory contract and such external manager has provided the end Grantee with an offer of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days on economic terms that are at least substantially equivalent in form and economic substance (and not in the Restriction Period during which aggregate) to those provided to the Participant was continuously employed by the Company or a Subsidiary, Grantee immediately prior to such Termination of Service and (B) on terms that would not be deemed to trigger Good Reason (an offer of employment that meets the denominator requirements of which (A) and (B), a “Qualifying Offer”), then, regardless of whether the Grantee accepts such offer of employment, this Section 2(b)(i) shall have no effect and the Grantee shall not be entitled to receive the vesting described in this Section 2(b)(i) or Section 2(b)(iv). (ii) In the event the Grantee experiences a Termination of Service on account of death or Disability (as defined in the Employment Agreement) prior to the Vesting Date, then the Phantom Shares shall become fully vested as of the date of the Grantee’s Termination of Service; provided that in the event of the Grantee’s Disability, such vesting shall be subject to Section 5(k) of the Employment Agreement relating to execution of a release. (xiii) if In the Participant was employed event the Grantee experiences a Termination of Service on account of the Grantee’s voluntary resignation at a time when circumstances constituting Cause do not exist, and such Termination of Service is an Eligible Retirement (as defined below) then, subject to Section 5(k) of the Employment Agreement relating to execution of a release, the Phantom Shares shall become fully vested as of the date of the Grantee’s Termination of Service. For purposes of this Agreement, an “Eligible Retirement” means the Grantee’s Termination of Service without Good Reason and other than on account of death or Disability either (A) on or after age 65 or (B) on account of an Eligible Early Retirement. For purposes of this Agreement, “Eligible Early Retirement” means the Grantee’s Termination of Service prior to age 65 pursuant to a succession plan approved by the Board, which may include (but, for clarity would not necessarily require) the Grantee and the Company entering into a consulting or advisory agreement and the Grantee’s reasonable cooperation in providing transition services for a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day following termination of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide employment; provided that, upon the retirement of Executive provides the Participant Company with at least nine months prior written notice (or such shorter notice period as determined by the Committee Board in its sole discretion), all or part ) of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to Grantee’s termination of employment (and continues in active employment during such notice period) and the satisfaction Board approves such Termination of the Performance Goals Service as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.an Eligible Early Retirement.]2

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)this Section 3, 2(dthe RSUs shall become vested in accordance with the following schedule, if as of each such date Employee has continuously served as an employee of the Company (or any of its direct or indirect wholly-owned Subsidiaries, as applicable) or 3 since the date hereof, if such that, subject to the Participant remains continuously employed by the Company or a Subsidiary until the end other terms and conditions of this Agreement, all of the Performance Period.RSUs shall be vested on [ ]: [ ] 25% [ ] of each of the three years thereafter, up to and including [ ] Additional 25% (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the Employee’s employment of the Participant by with the Company (or any Subsidiary of its direct or indirect wholly-owned Subsidiaries, as applicable) terminates for any reason (including upon the death or disability of Employee prior to the end vesting of all or any portion of the Restriction PeriodRSUs awarded under this Agreement), this RSU Award such unvested portion of the RSUs shall immediately be immediately forfeited cancelled and Employee (and Employee’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in its entiretyand with respect to any such RSUs. (c) Upon In addition to Section 3(a) above, upon a termination by the Company (ior any of its direct or indirect wholly-owned Subsidiaries, as applicable) without Cause (as defined in the Termination Employment Agreement) or by Employee with Good Reason (as defined in the Employment Agreement) of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantEmployee’s employment with the Company (or any Subsidiaryof its direct or indirect wholly-owned Subsidiaries, as applicable) that also constitutes a “separation from service” within the meaning of Code Section 409A within twelve months following a Change in Control of the Company (a “Change in Control Termination”), the RSUs shall vest as follows: (i) if the Change in Control Termination occurs on or before [FIRST ANNIVERSARY OF GRANT DATE], 1/4th of the RSUs shall vest on the date of the Change in Control Termination, (ii) if the Change in Control Termination occurs after [FIRST ANNIVERSARY OF GRANT DATE] and on or before [SECOND ANNIVERSARY OF GRANT DATE], on the date of the Change in Control Termination a number of unvested RSUs (not to exceed the number of Restricted Stock Units, if any, payable under this RSU Award unvested RSUs as of immediately prior to the Change in Control Termination) shall vest that is equal to the product of (x) 1/48th of the RSUs and (y) the sum of the number of Restricted Stock Units that otherwise would be paid, if any, following full months passed between [GRANT DATE] and the Restriction Period (based on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be Change in Control Termination plus the number of days full months passed between [FIRST ANNIVERSARY OF GRANT DATE] and the date of the Change in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryControl Termination, and (B) the denominator of which shall be (xiii) if the Participant was employed by the Company or a Subsidiary Change in Control Termination occurs after [THIRD ANNIVERSARY OF GRANT DATE], on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Change in Control Termination all remaining unvested RSUs shall vest (for the avoidance of this RSU Award as to which doubt, the vesting requirements of described in this Section 2 have been satisfied shall be payable 3(c) is in accordance with addition to, and not in lieu of, any vesting described in Section 5 hereof3(a) above).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject The RSUs granted to compliance the Non-Employee Director shall vest and payment in respect of such number of RSUs shall be made in accordance with Section 132(e) as to the percentage of the RSUs indicated on the dates specified below (each an “RSU Vesting Date”), provided that the Restricted Stock Units under this Non-Employee Director has remained in the continuous service as a member of the Company’s Board from the Grant Date through and including each applicable RSU Award shall vest only (i) Vesting Date, except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, Sections 2(b) and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end ): First Anniversary of the Performance PeriodGrant Date 25 % Second Anniversary of the Grant Date 25 % Third Anniversary of the Grant Date 25 % Fourth Anniversary of the Grant Date 25 % Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) Except In the event that during the period of the Non-Employee Director’s service on the Board after the Grant Date: (i) the Non-Employee Director dies, or (ii) the Non-Employee Director incurs a disability (as otherwise provided determined by Sections 2(cthe Board Committee), (such events are collectively referred to as “Acceleration Events”), then all outstanding unvested RSUs shall immediately vest and be payable as of the date of the applicable Acceleration Event, subject to Section 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretybelow. (c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant event that during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning the Non-Employee Director’s service on the first day Board after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the date of such continuous employment Change in Control shall vest and ending be payable on the last day date of the Restriction Period. The remaining portion of this RSU Award that does not vest such Change in accordance with this Section 2(c) shall immediately be forfeitedControl. (d) The Committee mayIn the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), in its sole discretion, provide that, upon the retirement of the Participant 2(b) or 2(c) above is not a Business Day (as determined by the Committee in its sole discretiondefined below), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall automatically be payable delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in accordance with Section 5 hereofNew York, New York are open for general business.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided herein or in Sections 2(c), 2(d) or 3 hereofthe Plan, if the Participant remains continuously employed by the Company through the applicable vesting date, the Restricted Share Units will vest in accordance with the following schedule: [Vesting date] [Number or a Subsidiary until % of shares that vest on the end vesting date] [Vesting date] [Number or % of shares that vest on the Performance Period.vesting date] [Vesting date] [Number or % of shares that vest on the vesting date] (b) Except as otherwise provided by Sections 2(c)In the event that the Participant dies or terminates employment on account of Disability at any time after grant, 2(d) or 3 hereof, if the employment all of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award then-unvested Restricted Share Units shall be immediately forfeited in its entiretyfully vest. (c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of event the Participant’s employment with the Company or any Subsidiarysuccessor to the Company is terminated without Cause, or the number of Participant terminates his or her employment for Good Reason, within twelve months after a Change in Control (and before the Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Share Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined have become vested under Section 1(b3(a) or (b)), multiplied by a fraction, (A) the numerator Participant shall vest in all of which the Restricted Share Units granted under Section 2 of this Agreement and the Participant’s rights to such Restricted Share Units shall be become non-forfeitable as of the number of days in the Restriction Period during date on which the Participant was continuously employed by Participant’s employment with the Company or a Subsidiary, and (B) its successor is terminated. In the denominator of which shall be (x) if the Participant was employed event that this Award is not assumed by the Company or Acquiror in connection with a Subsidiary on the first day Change in Control, all of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal Restricted Share Units shall vest immediately prior to the Change in Control and shall settle immediately following the Change in Control (notwithstanding the longer period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest for settlement provided in accordance with this Section 2(c) shall immediately be forfeited4 below). (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals Except as provided in Schedule A. Any such action Section 3(b) or (c) above or as otherwise provided in any written agreement by and between the Committee must be made in writing Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the effective date expiration of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied Vesting Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable in accordance with Section 5 hereofto the Participant.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU The Award shall vest only and become unrestricted at the rate of one-fifth of the Award per each vesting date, for the period commencing on the Grant Date and ending on May 10, 2010, provided that the Participant is continuously employed with the Company through each such vesting date for such Shares to vest, as shown immediately below (i) except as otherwise provided herein) (each a “Vesting Date”): May 10, 2006 31,800 May 10, 2007 31,800 May 10, 2008 31,800 May 10, 2009 31,800 May 10, 2010 31,800 (b) If the Company shall undergo a Change in Control (as defined in Section 3 hereof10(a) of the Participant’s Employment Agreement with the Company dated June 29, 2005 (the “Employment Agreement”)), any then-unvested Shares shall then vest and become unrestricted if and to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) then-unvested Awards of Restricted Stock or 3 hereof, if the Participant remains continuously employed by Restricted Stock Units granted to other senior executives of the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretybecome vested thereupon. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of If the Participant’s employment with the Company is terminated (i) by the Company without Cause (as defined in Section 7(c) of the Employment Agreement) or due to the Participant’s Disability (as defined in Section 7(a) of the Employment Agreement)), (ii) by the Participant for Good Reason (as defined in Section 7(e) of the Employment Agreement) or (iii) due to the Participant’s death, then any Subsidiary, the number Shares of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based unvested on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) termination shall immediately be forfeitedfully vest and become unrestricted. (d) The Committee may, in its sole discretion, provide that, upon If the retirement of Participant’s employment with the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals Company terminates for any reason other than as provided in Schedule A. Any such action Section 2(c) hereof, the portion of the Award which is not vested as of the date of termination shall be forfeited by the Committee must Participant and such portion shall be made in writing prior cancelled by the Company. The Participant irrevocably grants to the effective date Company the power of attorney to transfer any unvested Shares forfeited to the Participant’s retirement. Any portion of this RSU Award as Company and agrees to which execute any document required by the Company in connection with such forfeiture and transfer. (e) Upon the vesting requirements of Shares of Restricted Stock pursuant to this Section 2 have been satisfied 2, all restrictions on such vested Shares shall be payable in accordance with Section 5 hereoflapse and such Shares shall become unrestricted and freely transferable.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to Shares will become vested on the extent that later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule A, accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (iic) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Subject to the end terms of the Performance PeriodPlan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) Except In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as otherwise provided by Sections 2(c)set forth in the Plan. The payout of vested Shares may be reduced, 2(d) or 3 hereofbut not increased, if based on the employment degree of the Participant attainment of such performance criteria as determined by the Company or any Subsidiary terminates prior Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the end of the Restriction Periodimmediately preceding sentence, this RSU Award then such unvested Shares shall be immediately forfeited in its entiretyforfeited. (c) Upon The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed the following: (i) for each Participant (other than the Termination Chief Executive Officer of the Participant’s employment without CauseCompany), or one-half of one percent (ii0.5%) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with total operating income for the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Performance Period (based on the achievement of the Performance Goals as determined under Section 1(b)calendar years 2012, 2013 and 2014), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan. (ii) if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2012, 2013 and 2014), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action determined by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofthe Plan.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Except as otherwise provided in this Agreement, 100% of the Restricted Stock Units under this RSU granted pursuant to the Award shall vest only on [insert vesting date]. (b) Notwithstanding Section 1.3(a) above, vesting shall be subject to the performance criteria as set forth on Annex A. (c) Notwithstanding Section 1.3(a) or (b) above, if during the applicable Performance Cycle, (i) except as provided in Section 3 hereofthe Executive’s employment with the Employer terminates for any reason, to whether the extent that Executive’s employment is terminated by the Performance Goals are satisfied as provided in Schedule AExecutive or the Employer, and (ii) with or without just cause, except as otherwise provided in Sections 2(cParagraph 1.3(d), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) there occurs a material breach of this Agreement by the Disability Executive or death (iii) the Executive fails to meet the tax withholding obligations described in Paragraph 1.6, none of the Participant during unvested Restricted Stock Units granted under this Agreement shall vest. For clarity, for purposes of this Agreement, the Restriction Period and prior to any date of such termination or cessation of the ParticipantExecutive’s employment with the Company or any SubsidiaryEmployer will be determined in accordance with Section 10(k) hereof. (d) If, during the applicable Performance Cycle, the number Executive’s employment with the Employer terminates due to the Executive’s death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the applicable retirement policy (if any) of the Employer or the Company (as applicable) prior to the expiration of the Performance Cycle, the Executive (or the Executive’s beneficiaries) shall continue to hold the Restricted Stock UnitsUnits through the expiration of the Performance Cycle. At that time, if any, payable under this RSU Award a portion of the Restricted Stock Units shall vest equal to (i) the number of Restricted Stock Units that would have otherwise would be paid, if any, following vested under Section 1.3 had the Restriction Period (based on Executive remained employed by the achievement Employer through the end of the Performance Goals as determined under Section 1(b)), Cycle multiplied by (ii) a fraction, (A) the numerator of which shall be is the number of days in the Restriction Period full months during which the Participant Executive was continuously employed by the Company or a Subsidiary, Employer from the beginning of the Performance Cycle until the date of the Executive’s termination of employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, is the total number of days months in the Restriction Period, or Performance Cycle (y) in all other cases, the total number any fractional share of days within the Restriction Period equal Common Stock resulting from this calculation shall be rounded up to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitednext whole share). (de) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements For purposes of this Section 2 have been satisfied 1.3 only, “Employer” shall be payable mean, in accordance with Section 5 addition to the Company or Subsidiary which employs Executive on the date hereof, the Company and any Subsidiary.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, Sections 3(b) and 3(c) below and to the extent that not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Goals are satisfied Period (as provided in Schedule defined below) and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END based on the Company’s TSR, as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2021 and ending on December 31, 2023 (iithe “Performance Period”) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed certified by the Company or a Subsidiary until Committee following the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment . The number of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Units that shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period vest and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award Shares that shall equal become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Restricted Stock Units Shares that otherwise would be paid, if any, following the Restriction Period (based shall become issuable on the achievement Date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which Issuance shall also be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal subject to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest reduction in accordance with section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award as provided in Section 6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or before the Date of Issuance, as provided in this Section 2(c) 3, shall immediately be forfeited. forfeited as of such Date of Issuance (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals extent not previously forfeited as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofherein).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretiondiscretion (subject to Section 23 of the Plan) or as otherwise provided in this Section 3 or Section 9, the vesting of the PSs covered hereby shall be subject to the achievement of the performance goals as set forth in the Award Summary (the “Performance Goals”) as determined by the Committee. Subject to the Employee’s continued employment through December 31, 2018 (the “Initial Vesting Date”), all or part except as otherwise provided in Section 9, a number of PSs shall vest based on the product of (i) the percentage set forth in the Award Summary corresponding to the achievement of the Restricted Stock Units covered applicable Performance Goals for fiscal 2017 through 2018 (the “Initial Percentage”), multiplied by (ii) 50% of the total number of PSs granted hereunder (the PSs that vest in accordance with this RSU Award shall be payable under this RSU Awardsentence, if any, the “Initial Vested PSs”). In addition, subject to the satisfaction Employee’s continued employment through December 31, 2019 (the “Final Vesting Date”), except as otherwise provided in Section 9, a number of PSs shall vest based on the product of (1)(A) the percentage set forth in the Award Summary corresponding to the achievement of the applicable Performance Goals for fiscal 2017 through 2019, less (B) one-half of the Initial Percentage, multiplied by (2) the total number of PSs granted hereunder. For the avoidance of doubt, any PSs that do not vest pursuant to either of the immediately preceding two sentences shall be forfeited. Upon the occurrence of an event constituting a Change in Control prior to the Final Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, the Post-CIC PSs (as defined below) and any dividend equivalents with respect thereto, shall no longer be subject to the Performance Goals as but shall remain outstanding, and thereafter the vesting of such Post-CIC PSs, and any dividend equivalents with respect thereto, shall be subject to the Employee’s continued employment with the Company or a subsidiary or an affiliate through the Final Vesting Date, and any remaining PSs (other than any Initial Vested PSs) shall be forfeited; provided that, in Schedule A. Any the event of the Employee’s termination of employment following such action by the Committee must be made Change in writing Control and prior to the effective date Final Vesting Date, such Post-CIC PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 9. Upon payment pursuant to the terms of the Participant’s retirementPlan, such awards shall be cancelled. Any portion For purposes of this RSU Award as to which Agreement, the vesting requirements Post-CIC PSs shall equal the product of this Section 2 have been satisfied shall be payable (i) the total number of PSs granted hereunder, multiplied by (ii)(A) 50%, less (B) in accordance with Section 5 hereofthe event the Change in Control occurs following the Initial Vesting Date, one-half of the Initial Percentage.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject The RSUs to compliance with which the Participant is entitled under Section 131 hereof (after giving effect to any reductions contemplated by Appendix A hereto and provided that the applicable performance-based conditions set forth in Appendix A hereto have been satisfied), the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereofshall, subject to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections first sentence of Section 2(c), 2(d) or 3 hereofvest in incremental installments on the dates specified below (the “Vesting Dates”), if provided that the Participant remains is continuously employed by the Company or a Subsidiary until any of its Affiliates (as defined below) on each applicable Vesting Date: — % — % — % ____________ ___— % Any fractional RSUs resulting from the end strict application of the Performance Periodincremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior Notwithstanding anything to the end contrary in Section 2(a) of this Agreement, and provided that the Restriction PeriodRSUs have not otherwise been terminated pursuant to Appendix A or otherwise, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant event that during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiaryone of its Affiliates: (i) the Participant dies, (ii) there occurs a Change in Control (as defined below), or (iii) the Participant incurs a Disability (as defined below), (such 3 events are collectively referred to as “Acceleration Events”) all outstanding unvested RSUs shall, subject to Section 2(c) below, immediately vest as of the date of the applicable Acceleration Event. In the event an Acceleration Event occurs on or prior to , the (as defined in Appendix A) shall automatically be deemed to have been attained for purposes of this Agreement and in the event the Acceleration Event occurs after , the acceleration contemplated by the foregoing provisions of this Section 2(b) shall apply to the number of Restricted Stock UnitsRSUs, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during to which the Participant was continuously employed by would be entitled under Section 1 of this Agreement after the application of the provisions of Appendix A. (c) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a) or 2(b) above is not a Business Day (as defined below), the vesting shall automatically be delayed until the first Business Day following that calendar date. On or as soon as reasonably practicable following the applicable Vesting Date, the Company or a Subsidiary, and (B) the denominator shall distribute one share of which shall be (x) if the Participant was employed by the Company or a Subsidiary Common Stock with respect to each RSU that vests on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awarddate, subject to the satisfaction provisions of Section 3 below. Upon such delivery, all obligations of the Performance Goals as provided in Schedule A. Any Company with respect to each such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable deemed satisfied in accordance with Section 5 hereoffull.